SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LIPKIN GERALD H

(Last)

(First)

(Middle)

1455 VALLEY ROAD

(Street)

WAYNE

07470-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VALLEY NATIONAL BANCORP [ VLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHAIRMAN PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
401K								1,711	D
Common Stock	02/15/2006		A⁽¹⁾		15,000	A	$0	289,575⁽²⁾	D
Common Stock (with Spouse)								112	D
Common Stock / IRA								5,938	D
Common Stock								5,563	I	IRA/WIFE
Common Stock								73,408	I	WIFE

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$17.9714							02/09/1999	02/09/2008	Common Stock	10,471		10,471	D
Stock Option	$15.2							02/12/2001	02/12/2010	Common Stock	23,932		23,932	D
Stock Option	$17.2762							01/05/2000	01/05/2009	Common Stock	5,030		5,030	D
Stock Option	$17.9714							02/09/1999	02/09/2008	Common Stock	24,722		24,722	D
Stock Option	$22.1619							03/01/2004	03/01/2013	Common Stock	20,259		20,259	D
Stock Option	$23.0667							02/15/2002	02/15/2012	Common Stock	1,246		1,246	D
Stock Option	$25.4667							02/26/2005	02/26/2014	Common Stock	22,050		22,050	D
Stock Option	$25.5143							02/08/2006	02/08/2015	Common Stock	21,000		21,000	D
Stock Option	$24.24	02/15/2006		A⁽³⁾		25,000		02/15/2007	02/15/2016	Common Stock	25,000	$24.24	25,000	D
STOCK OPTION/NQ	$19.2381							02/08/2001	02/08/2011	COMMON STK.	24,311		24,311	D
STOCK OPTION/NQ	$23.0667							02/15/2002	02/15/2012	Common Stock	21,908		21,908	D
Stock Option	$17.2762							01/05/2000	01/05/2009	Common Stock	20,096		20,096	I	01/05/99 NON-QUAL. STK. OPTION

Explanation of Responses:

1. Restricted shares granted under VNB 1999 Long Term Stock Incentive Plan, vesting in five equal installments beginning one year from the grant date.

2. Includes restricted shares granted under VNB 1999 Long Term Stock Incentive Plan, vesting in five equal installments beginning one year from the grant date.

3. Granted under VNB 1999 Long Term Stock Incentive Plan, exercisable in five equal installments beginning one year from the grant date.

	GERALD H LIPKIN	02/16/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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