PENNSYLVANIA COMMERCE
                                                         BANCORP
                                                         [GRAPHIC OMMITTED]

                                    CONTACTS
                                    ---------

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


                  PENNSYLVANIA COMMERCE BANCORP EARNINGS UP 32%
                  ---------------------------------------------
                              DEPOSITS INCREASE 28%
                           --------------------------

     January 19,  2005- Camp Hill,  PA -  Pennsylvania  Commerce  Bancorp,  Inc.
(NASDAQ   National   Market   Symbol:   COBH)   parent   company   of   Commerce
Bank/Harrisburg,  N.A. reported record earnings and increased  deposits,  assets
and loans for the fourth  quarter and the year ended  December 31, 2004,  it was
announced today by Gary L. Nalbandian, Chairman of the bank holding company.






                                                                              

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

                            FOURTH QUARTER FINANCIAL HIGHLIGHTS
                            -----------------------------------
                                     DECEMBER 31, 2004

                                                                               %
                                                                           Increase(1)
                                                                         -----------------
    * Total Assets:                                  $ 1.28 Billion                 21%

    * Total Deposits:                                $ 1.16 Billion                 28%

    * Total Loans (net):                             $  638 Million                 36%
    -----------------------------------------------------------------------------------
    * Total Revenues:                                $ 15.1 Million                 18%

    * Net Income:                                    $  2.3 Million                 32%

    * Diluted Net Income Per Share:                  $ 0.77                         12%


    (1) Compared to Fourth Quarter Ended December 31, 2003

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







     In commenting on the Company's financial results, Chairman Nalbandian said,
"Our  strong  deposit  growth  of 28% and  exceptional  loan  growth of 36% have
propelled us to $1.3 billion in total assets in only our 19th year of operation.
Our positive  operating  leverage  for the fourth  quarter and for the year 2004
produced record net income for both periods."

         Some of our financial highlights were:

     >>   Net  income  increased  32% for  the  fourth  quarter  of 2004 to $2.3
          million and 31% for the year ended December 31, 2004 to $8.6 million.

     >>   Revenue  growth of 18% exceeded  expense  growth of 12% for the fourth
          quarter.

     >>   Earnings per share rose 12% for the fourth quarter and 22% for 2004.

     >>   Net interest income grew 37% for the year ended December 31, 2004. The
          net interest margin for the year was 4.28% vs. 4.20% for 2003.

     >>   Core deposits grew $265 million, or 31%, for the year.

     >>   Comparable  store core deposits for stores open two years or more grew
          28%.

     >>   Total loans grew $169 million, or 36%, for the year.

     >>   On November 2, 2004,  the Company  successfully  completed  its public
          stock  offering  with net proceeds  totaling  $20.8 million to support
          future growth.

     >>   For 2005, the Company plans to open 3-4 new stores.





                                                                                           

Income Statement
- ----------------
                                              Three Months Ended                              Year Ended
                                                December 31,                                 December 31,
                               -----------------------------------------------  -----------------------------------------------
                                                                 %                                             %
                                      2004        2003        Increase                2004       2003       Increase
                               -----------------------------------------------  -----------------------------------------------
                                 (dollars in thousands, except per share data)   (dollars in thousands, except per share data)


Total Revenues:                      $15,138    $12,875         18%                  $57,881    $43,880         32%

Total Expenses:                       11,010      9,842         12%                   42,466     32,510         31%

Net Income:                            2,284      1,725         32%                    8,591      6,557         31%

Diluted Net Income Per Share:        $  0.77    $  0.69         12%                  $  3.26    $  2.68         22%










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


                       12/31/04       12/31/03        % Increase
                    ----------------------------------------------
                               (dollars in thousands)

Total Assets:         $1,277,367    $1,051,989            21%

Total Loans (net):       638,496       469,937            36%

Core Deposits:         1,122,524       857,978            31%

Total Deposits:        1,160,547       906,527            28%




Shareholder Returns
- --------------------


                                As of December 31, 2004
                                -----------------------
                             Commerce           S & P Index
                             --------           -----------

             1 Year              30%               11%
             5 Years             30%               -2%
            10 Years             24%               12%




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

     The Company's  strong growth  continues with total deposits at December 31,
2004  reaching  $1.16  billion,  a $254  million,  or 28%,  increase  over total
deposits of $907 million one year ago. 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.




                     12/31/04       12/31/03     $ Increase      % Increase
                     --------       --------     ----------      ----------
                                  (dollars in thousands)

Core Deposits:     $1,122,524    $  857,978    $  264,546            31%

Total Deposits:     1,160,547       906,527       254,020            28%







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

         Core deposit growth by type of account is as follows:



                                                         4th Qtr 2004    Annual
                                12/31/04      12/31/03   Cost of Funds  Growth %
                              ----------    ----------   -------------  --------
                                              (dollars in thousands)

Demand                        $  206,393    $  170,414       0.00%         21%

Interest Bearing Demand          435,859       304,311       1.70          43%

Savings                          307,377       242,793       1.19          27%
                              ----------    ----------       ----     ----------

      Subtotal                   949,629       717,518       1.19          32%

Time                             172,895       140,460       2.59          23%
                              ----------    ----------       ----     ----------

      Total Core Deposits     $1,122,524    $  857,978       1.35%         31%
                              ----------    ----------       ----     ----------



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

     Net  income  totaled  $2.3  million  for the  fourth  quarter  of 2004,  up
$559,000,  or 32%,  over net income of $1.7  million as reported  for the fourth
quarter of 2003.

     Net income per share on a fully  diluted  basis for the fourth  quarter was
$0.77,  a 12% increase  over the $0.69  recorded for the same period a year ago.
E.P.S. for both the fourth quarter 2004 and for the year ended December 31, 2004
reflect the impact of an  additional  460,000  shares  issued during the quarter
through a public stock offering,  as well as an additional 100,000 shares issued
at the end of the third quarter 2004 through a private placement.





                                                                                            


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

    Net Income:                    $ 2,284           $1,725         32%          $ 8,591          $6,557      31%

    Diluted Net Income
    Per Share:                     $  0.77           $ 0.69         12%          $  3.26          $ 2.68      22%





     For the year ended December 31, 2004,  net income totaled $8.6 million,  up
$2.0  million,  or 31%,  over net  income  of $6.6  million  for the year  ended
December 31, 2003.

     Net income per fully  diluted  share was $3.26 for the year ended  December
31, 2004 compared to $2.68 for the year ended  December 31, 2003, an increase of
22%.





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





                                                                                                           

                                                Three Months Ended                                 Year Ended
                                                    December 31,                                   December 31,
                          -----------------------------------------------------  ---------------------------------------------------

                             12/31/04          12/31/03           % Increase        12/31/04           12/31/03        % Increase
                          -----------------------------------------------------  ---------------------------------------------------
                                          (dollars in thousands)                                 (dollars in thousands)

 Total Revenues:             $ 15,138          $ 12,875               18%           $ 57,881           $ 43,880              32%




     Total  revenues  (net  interest  income plus  non-interest  income) for the
fourth quarter increased $2.2 million to $15.1 million, an 18% increase over the
fourth  quarter of 2003.  The  growth in total  revenue  for the fourth  quarter
resulted primarily from a 22% increase in net interest income.

     Total  revenues for the year ended  December  31, 2004  increased by $ 14.0
million,  or 32%, over the year ended  December 31, 2003.  This increase was the
result  of a  37%  increase  in  net  interest  income  and a  13%  increase  in
non-interest income.


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

     Net interest  income for the fourth quarter of $12.1 million  represented a
22%  increase  over the $9.9  million  recorded  a year ago.  For the year ended
December 31, 2004, net interest income totaled $46.6 million,  up $12.7 million,
or 37%, over $33.9 million for the year ended  December 31, 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 both the quarter and the year.

     The net interest  margin for the fourth  quarter of 2004 was 4.12% compared
to 4.20% for the fourth  quarter  2003.  The  decrease  is  primarily  due to an
increase in the  Company's  cost of funds to 1.55% during the fourth  quarter of
2004 versus 1.22% for the same period in 2003.  The net interest  margin for the
year ended December 31, 2004 was 4.28%,  up 8 basis points over the net interest
margin for the year ended December 31, 2003.


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

     Non-interest  income  for the  fourth  quarter  of 2004  increased  to $3.0
million from $2.9 million a year ago, a 4% increase.  Excluding  the net gain on
sale of  investment  securities  recognized  during the fourth  quarter of 2003,
non-interest  income increased by 30% during the fourth quarter of 2004 compared
to the same period one year ago.

     Non-interest income for the year 2004 increased to $11.3 million from $10.0
million in 2003, a 13% increase. Excluding securities gains, non-interest income
for the year  ended  December  31,  2004  increased  by 24% over the year  ended
December 31, 2003.




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




                                                                                                          


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

 Deposit Charges
 & Service Fees                     $ 2,787        $ 2,159          29%                 $ 10,252        $ 7,968             29%

 Other Operating Income                 258            183          41%                    1,044          1,142             (9)%
                             --------------------------------------------------     -----------------------------------------------

 Subtotal                             3,045          2,342          30%                   11,296          9,110             24%

 Net Investment Securities
 Gains                                    -            592            -                        -            880              -
                             --------------------------------------------------     --------------------------------------------

 Total Non-Interest Income          $ 3,045        $ 2,934           4%                 $ 11,296        $ 9,990             13%






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

     Non-interest expenses for the fourth quarter of 2004 were $11.0 million, up
12% from $9.8 million a year ago.  Non-interest  expenses for the year 2004 were
$42.5  million,  up 31% from $32.5  million for the year 2003.  The  increase in
non-interest  expenses for the fourth  quarter and the year 2004 are primarily a
result  of  the  Company's   store   expansion  and  also  reflect   substantial
infrastructure  expenditures  made by the Company to support future growth.  The
Company  continued  to  experience  positive  operating  leverage  in the fourth
quarter,  with revenue  growth of 18% exceeding  non-interest  expense growth of
12%.

     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 December 31, 2004,  seven of the Company's
24 branch  offices were  constructed  within the past two years.  As a result of
this  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 $169 million, or 36%, to $638.5 million from $469.9 million
a year ago, and the growth was represented across all loan categories.






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





                                                                                                             

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

                               12/31/04        % of Total            12/31/03       % of Total     $ Increase         % Increase
                         -----------------  --------------      ---------------   -------------  -----------------  --------------
                                                                (dollars in thousands)

Commercial                      $ 172,733              27 %          $ 105,164              22 %         $ 67,569              64 %

Consumer                          109,569              17               71,007              15             38,562              54

Commercial Real Estate            277,672              43              222,913              47             54,759              25

Residential                        86,369              13               76,860              16              9,509              12
                         -----------------  --------------      ---------------   -------------  -----------------  --------------

       Gross Loans              $ 646,343             100 %          $ 475,944             100 %        $ 170,399

       Less:  Reserves             (7,847)                              (6,007)                            (1,840)
                         -----------------                      ---------------                  -----------------

       Net Loans                $ 638,496                            $ 469,937                          $ 168,559               36 %






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

     Asset quality continues to be strong as  non-performing  assets at December
31, 2004 totaled $1.4 million,  or 0.11%, of total assets,  versus $1.4 million,
or 0.13%,  of total assets one year ago.  Net  charge-offs  as a  percentage  of
average loans  outstanding for the year 2004 were 0.14% as compared to 0.20% for
2003.

         The Company's asset quality results are highlighted below:



                                                           Year Ended
                                                           ----------
                                                   12/31/04          12/31/03
                                                   --------          --------

       Non-Performing Assets/Assets                   0.11%             0.13%
       Net Loan Charge-Offs                           0.14%             0.20%
       Loan Loss Reserve/Gross Loans                  1.21%             1.26%
       Non-Performing Loan Coverage                    916%              513%
       Non-Performing Assets/Capital
            and Reserves                                 2%                3%



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

     The Company's investment portfolio increased by 10%, to $524.0 million from
$475.3  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 5.11% and a current duration of 4.0 years as of December 31, 2004.








Capital
- -------

     Stockholder's  equity at  December  31,  2004  totaled  $85.0  million,  an
increase of $35.3 million, or 71%, over stockholder's equity of $49.7 million at
December 31, 2003.  Return on average  stockholders  equity (ROE) for the fourth
quarter and year ended December 31, 2004 is shown in the table below:


                                     Return on Equity
                                     ----------------
                 Three Months Ended                        Year Ended
                 ------------------                        ----------
             12/31/04          12/31/03           12/31/04          12/31/03
             --------          --------           --------          --------

              12.36%            14.16%             14.78%            14.27%




     The Company completed a public stock offering on November 2, 2004,  issuing
460,000 shares at $49.00 per share with net proceeds totaling $20.8 million.

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

                                                   Regulatory Guidelines
                                 Commerce          "Well Capitalized"
                                ---------         ----------------------
     Leverage Ratio               7.79%                     5.00%
     Tier 1                      11.57                      6.00
     Total Capital               12.49                     10.00


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

     >>   In October,  the Company  opened its 24th  branch  office,  located in
          Lebanon County.

     >>   "Same store core deposit growth" at December 31, 2004 was 28% compared
          to the same period one year ago.

     >>   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.








                FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION

     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;
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.