UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)    January 31, 2005
                                                 -------------------------------

                       Pennsylvania Commerce Bancorp, Inc.
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             (Exact name of registrant as specified in its charter)

       Pennsylvania                      000-50961               25-1834776
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  (State or other jurisdiction         (Commission            (IRS Employer
     of incorporation)                 File Number)          Identification No.)


      100 Senate Avenue, Camp Hill, Pennsylvania                   17011
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         (Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code            (717)975-5630
                                                   -----------------------------

                                      N/A
         -------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))





Item 8.01.  Other events.

         On January 31, 2005,  Pennsylvania  Commerce Bancorp,  Inc.,  announced
         that its Board of Directors  has  authorized  a 2-for-1  stock split of
         Pennsylvania  Commerce Bancorp, Inc. common stock in the form of a 100%
         common stock  dividend.  The  dividend  will be payable on February 25,
         2005 for  stockholders of record as of February 10, 2005. A copy of the
         press release is attached as exhibit 99.1 to this report.



Item 9.01.   Financial Statements and Exhibits

         Exhibit No.
         ------------

99.1     Press Release, dated January 31, 2005








                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                         Pennsylvania Commerce Bancorp, Inc.
                                         ---------------------------------------
                                                (Registrant)



         Date: January 31, 2005          /s/ Mark A. Zody
                                         ---------------------------------------
                                         Mark A. Zody,
                                         Chief Financial Officer






                                  EXHIBIT INDEX



Exhibit No.                 DESCRIPTION
-----------                 -----------

    99.1            Press Release of Pennsylvania Commerce Bancorp, Inc. dated
                    January 31, 2005.