COMMERCE BANCORP INC /NJ/
NT 10-K/A, 1995-05-01
STATE COMMERCIAL BANKS
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 12b-25
                          NOTIFICATION OF LATE FILING


                                  (check one):

[X] Form 10-K   [ ] Form 20-F   [ ] Form 11-K   [ ] Form 10-Q   [ ] Form N-SAR

    For Period Ended:    December 31, 1994

         [ ]             Transition Report on Form 10-K
         [ ]             Transition Report on Form 20-F
         [ ]             Transition Report on Form 11-K
         [ ]             Transition Report on Form 10-Q
         [ ]             Transition Report on Form N-SAR

         For the Transition Period Ended:______________________________

                                ________________

                   Nothing in this form shall be construed to
                   imply that the Commission has verified any
                          information contained herein

                                ________________

         If the  notification  relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: Part III, Items 10-13

                                ________________

Part I - Registrant Information


Full name of Registrant:

                                           Commerce Bancorp, Inc.
                                           Commerce Atrium
                                           1701 Route 70 East
                                           Cherry Hill, NJ 08034-5400
                                           Address of Principal Executive Office


<PAGE>

Part II - Rules 12b-25(b) and (c)


         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate).

[X] (a) The  reasons  described  in  reasonable  detail in part III of this form
could not be eliminated without unreasonable effort or expense;

[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K,  Form 20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the 15th calendar day following the  prescribed  due date; or the subject
quarterly  report or transition  report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due date; and

[ ] (c) The  accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.


Part III - Narrative


         State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q,  N-SAR or the  transition  report or  portion  thereof  could not be filed
within the prescribed time period.
                        (Attach extra sheets of needed.)

     The Registrant is unable to file the 10-K Part III  information  within 120
days of the fiscal year ended December 31, 1994 without  unreasonable  effort or
expense  because  certain  information  to  be  included  therein  is  currently
unavailable and cannot be obtained within such 120 day period.


<PAGE>

Part IV - Other Information


     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification:

C. Edward Jordan, Jr.                 609                        751-9000
    (Name)                        (Area Code)                (Telephone Number)


     (2) Have all other periodic  reports  required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).


                                        [X]      Yes              [ ]      No

     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                        [ ]      Yes              [X]      No


     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and if  appropriate,  state the reasons  why a  reasonable
estimate of the results cannot be made.


                             COMMERCE BANCORP, INC.
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereto duly authorized.





Date:    May 1, 1995                         By: /s/ C. Edward Jordan, Jr.
                                                 --------------------------
                                                     C. Edward Jordan, Jr.
                                                     Executive Vice President


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