PENNSYLVANIA
                                                             COMMERCE BANCORP
                                                            [GRAPHIC OMITTED]


                                    CONTACTS
                                    --------

Gary L. Nalbandian                                      Mark A. Zody
Chairman/President                                      Chief Financial Officer
                                 (717) 975-5630


                  PENNSYLVANIA COMMERCE BANCORP EARNINGS UP 17%
                  ---------------------------------------------
                              DEPOSITS INCREASE 21%
                              ---------------------

         April 20, 2004- Camp Hill, PA -  Pennsylvania  Commerce  Bancorp,  Inc.
(NASDAQ   Small  Cap  Market   Symbol:   COBH)   parent   company  of   Commerce
Bank/Harrisburg  reported  record  earnings and increased  deposits,  assets and
loans  for  the  first  quarter  of  2004,  it was  announced  today  by Gary L.
Nalbandian, Chairman of the bank holding company.




                                                                                              

       ===============================================================================================================

                                                        MARCH 31, 2004
                                                FIRST QUARTER FINANCIAL HIGHLIGHTS

                                                                                               %
                                                                                          Increase(1)
                                                                                         ---------------

               * Total Assets:                                         $1.10 Billion                31%

               * Total Deposits:                                       $ 937 Million                21%

               * Total Loans (net):                                    $ 507 Million                34%

               * Total Revenues:                                       $13.6 Million                38%

               * Net Income:                                           $ 1.9 Million                17%

               * Diluted Net Income Per Share:                         $ 0.76                       12%

               (1) Compared to March 31, 2003 First Quarter Financial Highlights

       ===============================================================================================================








         In commenting on the Company's  financial results,  Chairman Nalbandian
said, "Our strong core deposit growth of 25% and exceptional  loan growth of 34%
produced strong top line revenues of $13.6 million for the first quarter, up 38%
over the first quarter of 2003."

           Some of our financial highlights were:

         >>       Total revenues  increased $3.8 million,  or 38%, for the first
                  quarter of 2004 over the same period in 2003.

         >>       Net income increased 17% over the first quarter one year ago.

         >>       Earnings per share rose 12% for the first quarter.

         >>       Core  deposits  grew $179  million,  or 25%, over the previous
                  12-month period.

         >>       Comparable store core deposits grew 19%.

         >>       Total loans grew $130 million,  or 34%, over the first quarter
                  one year ago.

         >>       Net interest  margin  increased  to 4.42%,  up 22 basis points
                  from the  previous  quarter  and up 27 basis  points  over the
                  first quarter of 2003.

         >>       The   Company's   total   deposit  cost  of  funds   including
                  non-interest-bearing  demand  deposits  was .92% for the first
                  quarter  of 2004  compared  to 1.56% for the first  quarter of
                  2003.



                                         Three Months Ended
                                             March 31
                         ---------------------------------------------------
                                                                %
                              2004             2003          Increase
                         ---------------------------------------------------
                         (dollars in thousands, except per share data)

Total Revenues:                 $13,554          $9,795            38%

Total Expenses:                  10,117           7,028            44%

Net Income:                       1,928           1,648            17%

Diluted Net Income
Per Share:                        $0.76           $0.68            12%




                                                                             2






                                                                                     




                                                        Balance Sheet Comparision

                                             3/31/04                3/31/03               % Change
                                  ----------------------------------------------------------------
                                                             (dollars in thousands)

       Total Assets:                      $1,097,226              $ 835,099                   31%

       Total Loans (net):                    507,156                377,631                   34%

       Total Deposits:                       937,217                774,359                   21%

       Core Deposits:                        888,832                710,166                   25%





        Shareholder Returns
        -------------------
                                                                     Commerce          S & P Index
                                                                     --------          ------------
                                              1 year                   44.83%              34.99%
                                             5 years                   18.01               -1.20
                                            10 years                   23.67               11.67

         Total Deposits
         --------------

         The Company's  strong growth continues with total deposits at March 31,
2004 reaching $937 million, a $163 million, or 21%, increase over total deposits
of $774 million one year ago.




                                               3/31/04               3/31/03             $ Increase         % Change
                                               --------              -------             ----------        ---------
                                                                       (dollars in thousands)

              Core Deposits:                 $ 888,832             $ 710,166             $178,666               25%

              Total Deposits:                  937,217               774,359              162,858               21%




        Core Deposits
        -------------

         Core deposit growth by type of account is as follows:




                                                                                        1st Quarter           Annual
                                                       3/31/04           3/31/03        Cost of Funds         Growth %
                                                       -------           -------        -------------         --------
                                                                            (dollars in thousands)

              Demand                                   $ 174,989         $ 140,979           0.00%               24%

              Interest Bearing Demand                    293,377           209,732           0.84                40

              Savings                                    260,700           226,933           0.89                15

              Time                                       159,766           132,522           2.43                21

                    Total Core Deposits                $ 888,832         $ 710,166           0.82%               25%




                                                                             3






         The    Company's    total    deposit    cost   of    funds    including
non-interest-bearing  demand  deposits  was .92% for the first  quarter  of 2004
compared  to 1.56% for the first  quarter  of 2003.  Total  cost of all  funding
sources was 1.18% for the first  quarter of 2004  compared to 1.75% for the same
period in 2003.

         The Company  considers  core deposits as all deposits other than public
certificates  of deposit and measures  comparable  store  deposit  growth as the
annual percentage increase in core deposits for branch offices open two years or
more.  As of March 31, 2004, 15 of Commerce's 23 branches have been open for two
years or more.


        Net Income and Earnings Per Share
        ---------------------------------

         Net income  totaled  $1.9  million  for the first  quarter of 2004,  up
$280,000,  a 17%  increase  over net income of $1.6  million as reported for the
first quarter of 2003.

         Net income per share on a fully diluted basis for the first quarter was
$.76, a 12% increase over the $.68 recorded for the same period a year ago.



                                              Three Months Ended
                                                   March 31
                             --------------------------------------------------
                                                                    %
                                 2004              2003          Increase
                             --------------------------------------------------
                             (dollars in thousands, except per share data)

    Net Income:                    $ 1,928          $ 1,648            17%

    Diluted Net Income
    Per Share:                       $ .76            $ .68            12%






        Total Revenues
        --------------





                                             Three Months Ended
                                                  March 31,
                             ----------------------------------------------
                                                                    %
                                  2004             2003          Increase
                             ----------------------------------------------
                                            (dollars in thousands)

         Total Revenues:         $13,554          $9,795           38%




         Total revenues (net interest income plus non-interest income) increased
$3.8 million to $13.6 million, a 38% increase over the first quarter of 2003.

         Total  revenues  for the  first  quarter  of 2004  resulted  from a 44%
increase in net interest income and an 18% increase in non-interest income.

                                                                            4




        Net Interest Income and Net Interest Margin
        --------------------------------------------

         Net interest income for the first quarter of $11.0 million  represented
a 44% increase over the $7.6 million recorded a year ago. The Company's  strong,
low-cost core deposit  growth  fueled volume  increases in the level of interest
earning assets, which resulted in the increase in interest income.

         The net  interest  margin  for the  first  quarter  of 2004  was  4.42%
compared to 4.15% for the first  quarter  2003.  The  increase  in net  interest
margin was primarily due to a decrease in the Company's cost of deposit funds to
..92% during the first quarter of 2004 versus 1.56% for the same period in 2003.

        Non-Interest Income
        -------------------

         Non-interest income for the first quarter of 2004 increased to $2.6
million from $2.2 million a year ago, an 18% increase.

         The growth in non-interest income for the first quarter was reflected
in increased deposit charges and service fees as more fully depicted below:




                                                Three Months Ended
                                                      March 31
                               -------------------------------------------------
                                                                     %
                                      2004           2003         Increase
                               -------------------------------------------------
                                             (dollars in thousands)

    Deposit Charges
    & Service Fees:                   $ 2,241        $1,804          24%

    Other Operating Income                345           387          (11)
                               -------------------------------------------------

                                      $ 2,586        $2,191          18%






        Non- Interest Expenses
        ----------------------

         Non-interest expenses for the first quarter of 2004 were $10.1 million,
up 44% from $7.0 million a year ago. The increase in  non-interest  expenses for
the first quarter is primarily a result of the Company's rapid growth during the
last 12 months and also reflects substantial infrastructure expenditures made by
the Company to support future growth.

         The Company opened 5 new branch offices between mid-June and the end of
December 2003, two of these  representing  the Company's  initial entry into the
Berks  County  market.  Also,  as of March 31, 2004,  eight of the  Company's 23
branch  offices were  constructed  within the past 2 years.  As a result of this
rapid  expansion and planned future growth,  the Company has incurred  increased
expenses to construct the new branch offices and hire the appropriate  personnel
at all levels  which allows us to continue to provide our high level of customer
service and convenience.


                                                                             5






        Lending
        -------

         Loans increased $130 million, or 34%, to $507 million from $377 million
a year ago, reflecting a strong and continuing commitment to the credit needs of
Commerce's market areas. This growth was represented  across all loan categories
as shown in the table on the next  page.  Consumer  loan  growth of 89% has been
extremely  strong  over  the  past 12  months  and is  directly  related  to the
Company's increase in branch locations and added consumer lending personnel.

         The composition of the Company's loan portfolio is as follows:




                                                                                                             
                                                   Loan Composition
                                                   ----------------

                                3/31/04         % of Total            3/31/03        % of Total         $ Increase      % Increase
                            -----------------  --------------      --------------    -------------    ---------------   -----------
                                                                       (dollars in thousands)

    Commercial                     $ 123,137              24 %          $ 90,541               24 %         $ 32,596           36%

    Consumer                          76,310              15              40,437               11             35,873           89

    Commercial Real Estate           236,918              46             181,179               47             55,739           31

    Residential                       77,310              15              70,908               18              6,402            9
                            -----------------  --------------      --------------    -------------    ---------------  -----------

           Gross Loans             $ 513,675             100 %          $383,065              100 %        $ 130,610

           Less:  Reserves            (6,519)                             (5,434)                             (1,085)
                            -----------------                      --------------                     ---------------
           Net Loans               $ 507,156                           $ 377,631                           $ 129,525           34%







        Asset Quality
        -------------

         Asset quality continues to be strong as non-performing assets and loans
90 days past due at March 31,  2004  totaled  $1.6  million,  or .15%,  of total
assets,  versus  $1.0  million,  or .14%,  of total  assets  one year  ago.  Net
charge-offs as a percentage of average loans  outstanding  for the first quarter
of 2004 were .01%, the same as for the first three months of last year.

         The Company's asset quality results are highlighted below:




                                                 Three Months Ended
                                                 ------------------
                                            3/31/2004           3/31/2003
                                            ---------           ---------
       Non-Performing Assets/Assets             0.15%               0.14%
       Net Loan Charge-Offs                     0.01%               0.01%
       Loan Loss Reserve/Gross Loans            1.27%               1.42%
       Non-Performing Loan Coverage              448%                615%
       Non-Performing Assets/Capital
            and Reserves                           2%                  4%



                                                                             6





        Investments
        ------------

         The Company's  investment  portfolio  increased by 37%, to $504 million
from $367 million one year ago.

         The portfolio, consisting mainly of high quality U.S. Government agency
and  mortgage-backed  obligations,  has a weighted  average yield of 5.17% and a
current duration of 3.9 years as of March 31, 2004.

         The   appreciation   in  the  available  for  sale  portfolio   totaled
approximately $3.5 million at March 31, 2004.

        Capital
        -------

         Stockholders' equity at March 31, 2004 totaled $54 million, an increase
of 21%, over  stockholders'  equity of $44 million at March 31, 2003.  Return on
average stockholders' equity ("ROE") for the first quarter of 2004 was 14.87% as
compared to 15.20% for the first quarter of 2003.

         The Company's capital ratios at March 31, 2004 were as follows:

                                                    Regulatory Guidelines
                                 Commerce             "Well Capitalized"
                                 --------           ----------------------
      Leverage Ratio               6.06%                      5.00%
      Tier 1                       9.42                       6.00
      Total Capital               10.38                      10.00


        Retail Activities
        -----------------

         >>       "Same  store core  deposit  growth" at March 31,  2004 was 19%
                  compared to the same period one year ago.

         >>       Commerce Bank  continues  its leading role in on-line  banking
                  with its penetration  rate of 38%, which is one of the highest
                  in America.

         >>       Commerce  serves  customers in Cumberland,  Dauphin,  Lebanon,
                  York, and Berks counties.

         >>       Commerce  Bank/Harrisburg  is also a member  of "the  Commerce
                  Bank Network" led by Commerce  Bancorp  (NYSE:  CBH) in Cherry
                  Hill, N.J.



                                                                             7







                           FORWARD-LOOKING STATEMENTS

         The Company may from time to time make written or oral "forward-looking
statements,"  including  statements  contained in the Company's filings with the
Securities and Exchange Commission,  in its reports to stockholders and in other
communications  by the  Company,  which  are made in good  faith by the  Company
pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
Reform Act of 1995.

         These forward-looking statements include statements with respect to the
Company's  beliefs,  plans,  objectives,  goals,  expectations,   anticipations,
estimates  and   intentions,   that  are  subject  to   significant   risks  and
uncertainties  and are subject to change based on various factors (some of which
are beyond the Company's control). The words "may", "could", "should",  "would",
"believe",  "anticipate",  "estimate",  "expect",  "intend",  "plan" and similar
expressions are intended to identify forward-looking  statements.  The following
factors, among others, could cause the Company's financial performance to differ
materially from that expressed in such forward-looking  statements: the strength
of the United States economy in general and the strength of the local  economies
in which the Company conducts operations; the effects of, and changes in, trade,
monetary and fiscal policies,  including  interest rate policies of the Board of
Governors of the Federal Reserve System (the "FRB");  inflation;  interest rate,
market and monetary  fluctuations;  the timely  development of  competitive  new
products and  services by the Company and the  acceptance  of such  products and
services by customers;  the willingness of customers to substitute  competitors'
products and services  for the  Company's  products and services and vice versa;
the impact of changes in financial  services'  laws and  regulations  (including
laws  concerning  taxes,  banking,  securities  and  insurance);   technological
changes; future acquisitions;  the expense savings and revenue enhancements from
acquisitions  being less than  expected;  the growth  and  profitability  of the
Company's  noninterest  or fee income  being less than  expected;  unanticipated
regulatory  or judicial  proceedings;  changes in consumer  spending  and saving
habits;  and the success of the Company at  managing  the risks  involved in the
foregoing.

         The Company  cautions that the foregoing  list of important  factors is
not  exclusive.  The Company does not  undertake  to update any  forward-looking
statements, whether written or oral, that may be made from time to time by or on
behalf of the Company.

                                                                            8