[PA COMMERCE LOGO OMITTED]


                                    CONTACTS
                                    --------

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


                  PENNSYLVANIA COMMERCE BANCORP EARNINGS UP 32%
                  ---------------------------------------------
                              DEPOSITS INCREASE 25%
                              ---------------------

         July 22, 2004- Camp Hill,  PA -  Pennsylvania  Commerce  Bancorp,  Inc.
(NASDAQ   Small  Cap  Market   Symbol:   COBH)   parent   company  of   Commerce
Bank/Harrisburg,  N.A. reported record earnings and increased  deposits,  assets
and loans for the second  quarter  of 2004,  it was  announced  today by Gary L.
Nalbandian, Chairman of the bank holding company.

                             JUNE 30, 2004
                   SECOND QUARTER FINANCIAL HIGHLIGHTS
                   -----------------------------------

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

* Total Assets:                         $1.18 Billion             40%

* Total Deposits:                       $ 978 Million             25%

* Total Loans (net):                    $ 588 Million             47%

* Total Revenues:                       $14.4 Million             38%

* Net Income:                           $ 2.2 Million             32%

* Diluted Net Income Per Share:         $0.86                     26%


(1)- Compared to June 30, 2003 Second Quarter Financial Highlights











         In commenting  on the Company's  financial  results,  Company  Chairman
Nalbandian  said,  "Our strong core deposit growth of 26% and loan growth of 47%
produced  strong top line revenues of $14.4 million for the second  quarter,  up
38% over the second quarter of 2003."

Some of our financial highlights were:

>>       Total revenues  increased $3.9 million,  or 38%, for the second quarter
         of 2004 over the same period in 2003.

>>       Net income increased 32% over the second quarter of 2003.

>>       Earnings per share rose 26% for the second quarter to $0.86.

>>       Core  deposits  grew $190  million,  or 26%,  over the  prior  12-month
         period.

>>       Comparable store core deposits grew 19% over second quarter 2003.

>>       Total  loans  grew  $187  million,  or 47%,  for the  prior  12  months
         including $81.4 million in growth during the second quarter of 2004 and
         $118.5 million for the first six months of 2004.

>>       Net  interest  margin  was 4.35% for the second  quarter of 2004,  up 6
         basis points over the second quarter of 2003.

>>       The    Company's    total    deposit    cost   of    funds    including
         non-interest-bearing  demand  deposits was 0.91% for the second quarter
         of 2004 compared to 1.36% for the second quarter of 2003.


Income Statement
- ----------------



                                Three Months Ended                             Six Months Ended
                                     June 30,                                       June 30,
                    ------------------------------------------       ------------------------------------------
                                                        %                                                %
                       2004             2003         Increase           2004             2003         Increase
                    ------------------------------------------       ------------------------------------------
                    (dollars in thousands, except per share data)    (dollars in thousands, except per share data)

                                                                                      
Total Revenues:     $ 14,357          $10,411           38%           $27,911          $20,206          38%

Total Expenses:       10,449            7,427           41%            20,566           14,455          42%

Net Income:            2,181            1,658           32%             4,109            3,306          24%

Diluted Net Income
Per Share:            $ 0.86           $ 0.68           26%            $ 1.62           $ 1.36          19%



                                                                               2







Balance Sheet
- -------------

                         06/30/04                 06/30/03              % Change
                  --------------------------------------------------------------
                                        (dollars in thousands)

Total Assets:           $1,184,870               $ 845,297                 40%

Total Loans (net):         588,398                 401,073                 47%

Core Deposits:             921,843                 731,485                 26%

Total Deposits:            978,258                 782,733                 25%




Shareholder Returns
- -------------------
     (as of June 30, 2004)
                                        Commerce                   S & P Index
                                        --------                   -----------
         1 year                           +31%                          19%
        5 years                           +17%                          -2%
       10 years                           +24%                          12%



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

         The Company's  strong growth  continues with total deposits at June 30,
2004 reaching $978 million, a $195 million, or 25%, increase over total deposits
of $783 million at June 30, 2003.




                                      6/30/04                6/30/03             $ Increase          % Change
                                      -------                -------             ----------          --------
                                                               (dollars in thousands)
                                                                                           
Core Deposits:                       $ 921,843              $ 731,485             $190,358             26%

Total Deposits:                        978,258                782,733              195,525             25%





                                                                               3






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

         Core deposit growth by type of account is as follows:



                                                                          2nd Quarter          Annual
                                         6/30/04          6/30/03        Cost of Funds        Growth %
                                         -------          -------        -------------        --------
                                                            (dollars in thousands)
                                                                                     
Demand                                  $ 180,783        $ 154,580           0.00%               17%

Interest Bearing Demand                   303,859          215,096           0.90                41

Savings                                   266,512          232,175           0.90                15

Time                                      170,689          129,634           2.36                32
                                     -------------  ---------------   --------------------   ------------

      Total Core Deposits               $ 921,843        $ 731,485           0.84%               26%




         The  Company's  deposit  cost of funds  including  non-interest-bearing
demand  deposits was 0.91% for the second  quarter of 2004 compared to 1.36% for
the second quarter of 2003.  Total cost of all funding sources was 1.19% for the
second quarter of 2004 compared to 1.54% for the second quarter of 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 June 30, 2004,  16 of Commerce's 23 branches have been open for two
years or more.


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

         Net income  totaled  $2.2  million for the second  quarter of 2004,  up
$523,000,  a 32%  increase  over net income of $1.7  million as reported for the
second quarter of 2003.

         Net income per share on a fully  diluted  basis for the second  quarter
was $.86, a 26% increase over the $.68 recorded for the same period a year ago.





                                   Three Months Ended                                    Six Months Ended
                                        June 30,                                             June 30,
                    --------------------------------------------------    ------------------------------------------------
                                                            %                                                   %
                        2004             2003           Increase             2004            2003           Increase
                    --------------------------------------------------    ------------------------------------------------
                      (dollars in thousands, except per share data)         (dollars in thousands, except per share data)
                                                                                             
Net Income:           $ 2,181          $1,658             32%             $ 4,109          $3,306              24%

Diluted Net Income
Per Share:              $ .86           $ .68             26%              $ 1.62          $ 1.36              19%



                                                                               4






         For the first six months of 2004, net income  totaled $4.1 million,  up
$803,000  or 24%,  over net income of $3.3  million  for the first six months of
2003.

         Net income per share, on a fully diluted basis, was $1.62 for the first
six months of 2004, a 19% increase over $1.36 for the same period in 2003.


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



                             Three Months Ended                                    Six Months Ended
                                 June 30,                                            June 30,
               -------------------------------------------------  --------------------------------------------------
                                                     %                                                   %
                   2004             2003           Increase            2004              2003          Increase
               -------------------------------------------------  --------------------------------------------------
                            (dollars in thousands)                               (dollars in thousands)
                                                                                        
Total Revenues:   $14,357         $10,411            38%              $27,911          $20,206            38%



         Total revenues (net interest income plus non-interest income) increased
$3.9 million to $14.4 million, a 38% increase over the second quarter of 2003.

         Total  revenues  for the  second  quarter of 2004  resulted  from a 42%
increase in net interest income and a 23% increase in non-interest income.

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

         Net interest income for the second quarter of $11.6 million represented
a 42% increase over the $8.2 million recorded in the second quarter of 2003. For
the first six months of 2004, net interest income totaled $22.6 million,  up 43%
over the $15.8 million  recorded in the first six months of 2003.  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 net interest income
for the quarter and the first six months.

         The net  interest  margin  for the  second  quarter  of 2004 was  4.35%
compared to 4.29% for the second  quarter of 2003.  The net interest  margin for
the first six months of 2004 was 4.38%,  up 16 basis  points over the first half
of 2003. The increase in net interest  margin was primarily due to a decrease in
the Company's cost of deposit funds to 0.92% during the first six months of 2004
versus 1.46% for the same period in 2003.

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

         Non-interest  income for the second  quarter of 2004  increased to $2.7
million  from $2.2  million  for the  second  quarter of 2003,  a 23%  increase.
Non-interest  income  for the first six months of 2004 was $5.3  million,  a 20%
increase over the $4.4 million earned in the first six months of 2003.

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



                                                                               5








                                    Three Months Ended                                     Six Months Ended
                                         June 30,                                              June 30,
                     ------------------------------------------------      -----------------------------------------------
                                                          %                                                       %
                           2004           2003         Increase                 2004            2003           Increase
                     ------------------------------------------------      -----------------------------------------------
                         (dollars in thousands)                                (dollars in thousands)
                                                                                              
Deposit Charges          $ 2,517         $1,928           31%                 $ 4,758         $ 3,732             27%
& Service Fees:

Other Operating Income       199            288         (31)%                     544             675           (19)%
                       ---------------------------------------------      -----------------------------------------------
                         $ 2,716         $2,216           23%                 $ 5,302         $ 4,407             20%




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

         Non-interest  expenses  for  the  second  quarter  of 2004  were  $10.4
million,  up 41% from $7.4 million  recorded in the second  quarter of 2003. The
increase in  non-interest  expenses for the second 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 five new branch offices  between  mid-June 2003 and
the end of December 2003, two of these  representing the Company's initial entry
into the Berks County market.  Also, as of June 30, 2004, seven of the Company's
23 branch  offices were  constructed  within the past two 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 it to continue to provide its high level of
customer service and convenience.

Lending
- -------

         Loans increased $187 million, or 47%, to $588 million from $401 million
at June 30, 2003.  This growth was  represented  across all loan  categories  as
shown in the table on the next page.

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



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

                          6/30/04         % of Total            6/30/03         % of Total        $ Increase        % Increase
                      ----------------   --------------     ---------------    ------------     ----------------  --------------
                                                                      (dollars in thousands)
                                                                                                           
Commercial                  $ 158,364               27 %          $ 96,873              24 %           $ 61,491              63 %

Consumer                       88,443               15              53,939              13               34,504              64

Commercial Real Estate        264,511               44             184,191              45               80,320              44

Residential                    84,099               14              71,737              18               12,362              17
                      ----------------   --------------     ---------------    ------------     ----------------  --------------

   Gross Loans              $ 595,417              100 %         $ 406,740             100 %          $ 188,677

   Less:  Reserves             (7,019)                              (5,667)                              (1,352)
                      ----------------                      ---------------                     ----------------
   Net Loans                $ 588,398                            $ 401,073                            $ 187,325              47 %






                                                                               6






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

         Asset quality continues to be strong as non-performing assets and loans
90 days  past due at June 30,  2004  totaled  $1.2  million,  or .11%,  of total
assets,  versus  $1.9  million,  or .24%,  of total  assets  one year  ago.  Net
charge-offs as a percentage of average loans  outstanding for the second quarter
of 2004 were .04%, as compared to .08% for the same period last year.

         The Company's asset quality results are highlighted below:

                                                   Three Months Ended
                                                   ------------------

                                               6/30/04           6/30/03
                                               -------           -------

Non-Performing Assets/Assets                     0.11%             0.24%
Net Loan Charge-Offs                             0.04%             0.08%
Loan Loss Reserve/Gross Loans                    1.18%             1.39%
Non-Performing Loan Coverage                      855%              325%
Non-Performing Assets/Capital
     and Reserves                                   2%                4%


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

         The Company's  investment  portfolio  increased by 48%, to $503 million
from $341 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 4.97% and a
current weighted average duration of 5.3 years as of June 30, 2004.

         The   depreciation   in  the  available  for  sale  portfolio   totaled
approximately $4.9 million at June 30, 2004.

Capital
- -------

         Stockholders'  equity  at June  30,  2004  totaled  $54.2  million,  an
increase of 19%,  over  stockholder's  equity of $45.4 million at June 30, 2003.
Return on average  stockholders'  equity  ("ROE") for the second quarter of 2004
was 17.14% as  compared  to 14.48% for the second  quarter of 2003.  ROE for the
first six months of 2004 was 15.99%  compared to 14.83% for the first six months
of 2003.

         The Company's capital ratios at June 30, 2004 were as follows:

                                                    Regulatory Guidelines
                           Commerce                   "Well Capitalized"
                           --------                   ------------------
Leverage Ratio               5.80%                            5.00%
Tier 1                       8.72                             6.00
Total Capital                9.63                            10.00


                                                                               7






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

>>       In the second quarter,  the Company began  construction on a new branch
         office in  Lebanon,  PA.  This will be the second  office for  Commerce
         located in Lebanon  County and the 24th office overall for the Company.
         Grand opening celebrations will be held in the early fall of 2004.

>>       "Same store core  deposit  growth" at June 30, 2004 was 19% compared to
         the same period one year ago.

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



                           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);  the impact of the
rapid growth of the Company; the Company's dependence on Commerce Bancorp,  Inc.
to provide various services to the Company;  changes in the Company's  allowance
for loan losses; effect of terrorists attacks and threats of actual war;


                                                                               8





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.



                                                                               9