FORM 6-K


                       SECURITIES AND EXCHANGE COMMISSION
                                 450, 5TH STREET
                             WASHINGTON, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER
                      PURSUANT TO RULE 13a-16 OR 15d-16 OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the month of January, 2003.


                            THE TORONTO-DOMINION BANK
                 (Translation of registrant's name into English)



                      P.O. Box 1, Toronto Dominion Centre,
                            TORONTO, ONTARIO, M5K 1A2
                    (Address of principal executive offices)



Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

             Form 20-F                          Form 40-F    /X/
                         -------                           -------

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

            Yes                                         No      /X/
                 ------                                       ------

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
                                    --------




THIS FORM 6-K IS INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON
FORM F-3 OF THE TORONTO-DOMINION BANK DATED FEBRUARY 21, 2002 AND THE
REGISTRATION STATEMENT ON FORM F-10 OF THE TORONTO-DOMINION BANK DATED DECEMBER
16, 2002.






                                    FORM 6-K

                                   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, thereunto duly authorized.

                                                THE TORONTO-DOMINION BANK


DATE: January 15, 2003                          By    /S/ NORIE C. CAMPBELL
                                                   -----------------------------
                                                Name:   Norie C. Campbell
                                                Title:  Associate Vice President










TD BANK FINALIZES SIZE OF PREFERRED SHARE ISSUE

The Toronto-Dominion Bank ("TD") today announced that a group of underwriters
led by TD Securities Inc. have exercised their option to purchase an additional
4 million Non-cumulative Class A First Preferred Shares, Series M priced at
C$25.00 per share. This brings the total gross proceeds raised under the
offering announced yesterday to C$350 million for the total 14 million share
issue expected to close on February 3, 2003.

The securities offered have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to sell
securities in the United States.


About TD Bank Financial Group

The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank
Financial Group. In Canada and around the world, TD Bank Financial Group serves
more than 13 million customers in three key businesses: personal and commercial
banking including TD Canada Trust; wealth management including the global
operations of TD Waterhouse; and a leading wholesale bank, TD Securities,
operating in over 20 locations in key financial centres around the globe. TD
Bank Financial Group also ranks among the world's leading on-line financial
services firms, with more than 4.5 million on-line customers. TD Bank Financial
Group had CDN$278 billion in assets, as at October 31, 2002. The
Toronto-Dominion Bank trades on the Toronto and New York Stock Exchanges under
the symbol "TD."


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For further information: Peter J. Aust, Vice President, Capital Finance,
(416) 982-8056