FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * VIDEON FRANK C   2. Issuer Name and Ticker or Trading Symbol COMMERCE BANCORP INC /NJ/ [CBH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) FRANK C VIDEON FUNERAL HOME, SPROUL & LAWRENCE ROADS 3. Date of Earliest Transaction (Month/Day/Year) 10/28/2004 (Street) BROOMALL, PA 19008 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               51,213 D   Common Stock               18,489 I Wife Common Stock               16,066 I Videon Chrysler Profit Sharing Plan Common Stock               9,287 I Videon Chevrolet Profit Sharing Plan Common Stock 10/28/2004   S   2,900 D $ 58.24 28,616 I Videon Dodge Profit Sharing Plan Common Stock               29,035 I Videon Grandchildren Trust Common Stock               4,327 I Videon Funeral Home Profit Sharing Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Right to Buy (1)

$ 5.82

06/20/1995

A

1,590

06/20/1996

06/20/2005

Common Stock

1,590

$ 0

1,590

D

Right to Buy (1)

$ 7.72

06/18/1996

A

1,516

06/18/1997

06/18/2006

Common Stock

1,516

$ 0

1,516

D

Right to Buy (1)

$ 12.82

06/17/1997

A

2,890

06/17/1998

06/17/2007

Common Stock

2,890

$ 0

2,890

D

Right to Buy (1)

$ 20.3

06/29/1998

A

11,020

06/29/1999

06/29/2008

Common Stock

11,020

$ 0

11,020

D

Right to Buy (1)

$ 21.84

01/19/1999

A

3,150

01/19/2000

01/19/2009

Common Stock

3,150

$ 0

3,150

D

Right to Buy (1)

$ 19.28

12/21/1999

A

3,150

12/21/2000

12/21/1999

Common Stock

3,150

$ 0

3,150

D

Right to Buy (1)

$ 30.6

01/31/2001

A

6,000

01/31/2002

01/31/2011

Common Stock

6,000

$ 0

6,000

D

5.95% Convert.Trust Pref. Sec. of Commerce Capital Trust II

(2)

(2)

03/11/2032

Common Stock

1,895

2,000

I

Employee Profit Sharing Trust

5.95% Convert.Trust Pref. Sec. of Commerce Capital Trust II

(2)

(2)

03/11/2032

Common Stock

1,895

2,000

D

5.95% Convert.Trust Pref. Sec. of Commerce Capital Trust II

(2)

(2)

03/11/2032

Common Stock

3,791

4,000

I

Videon Grandchildren Trust

Right to Buy (1)

$ 40.12

02/04/2002

A

5,000

02/04/2003

02/04/2012

Common Stock

5,000

$ 0

5,000

D

Right to Buy (1)

$ 42.8

02/18/2003

A

5,000

(3)

02/18/2013

Common Stock

5,000

$ 0

5,000

D

Right to Buy (1)

$ 58.9

02/03/2004

A

5,000

(3)

02/03/2014

Common Stock

5,000

$ 0

5,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
VIDEON FRANK C FRANK C VIDEON FUNERAL HOME SPROUL & LAWRENCE ROADS BROOMALL, PA 19008	X

Signatures

Frank C. Videon, Sr.		10/29/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Granted under the Company's 1989, and 1998 Stock Option Plans for Non-Employee directors, which are 16b-3 plans.
(2)	Each 5.95% Convertible Trust Preferred Security is convertible at any time on or after the occurrence of certain events described below and prior to 5:00 p.m., New York City time, on the business day immediately preceding the date of repayment of such preferred security, whether at stated maturity (i.e. March 11, 2032) or upon redemption, at the option of the holder thereof, into shares of Commerce Bancorp, Inc.'s common stock at an initial conversion ratio of 0.9478 shares of Commerce Bancorp, Inc. common stock for each preferred security, subject to adjustment under certain circumstances.
(3)	The stock options are exercisable in 25% increments on the 1st, 2nd, 3rd, and 4th anniversaries of the grant date.

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