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)
08/12/2008

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								2,343⁽¹⁾	D
Common Stock	08/12/2008		M/K		28,143	A	$16.62	267,157⁽²⁾⁽³⁾	D
Common Stock	08/12/2008		J⁽⁴⁾		3,203	D	$22.09	263,954⁽²⁾⁽³⁾	D
Common Stock	08/12/2008		F/K		21,175	D	$22.09	242,779⁽²⁾⁽³⁾	D
Common Stock (with Spouse)								128	D
Common Stock								189,172	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 Option	$17.8095							02/12/2009	02/12/2018	Common Stock	36,750		36,750	D
Stock Option	$19.1443							03/01/2004	03/01/2013	Common Stock	23,453		23,453	D
Stock Option	$19.9259							02/15/2002	02/15/2012	Common Stock	1,442		1,442	D
Stock Option	$20.9394							02/15/2007	02/15/2016	Common Stock	28,941		28,941	D
Stock Option	$21.999							02/26/2005	02/26/2014	Common Stock	25,527		25,527	D
Stock Option	$22.0402							02/08/2006	02/08/2015	Common Stock	24,311		24,311	D
Stock Option	$23.5374							02/13/2008	02/13/2017	Common Stock	38,588		38,588	D
STOCK OPTION/NQ	$15.0567							01/05/2000	01/05/2009	Common Stock	4		4	D
STOCK OPTION/NQ	$19.9259							02/15/2002	02/15/2012	Common Stock	25,361		25,361	D
STOCK OPTION/NQ	$16.6186	08/12/2008		M/K			28,143	08/12/2002	02/08/2011	COMMON STK.	28,143	$0	0	D

Explanation of Responses:

1. Reporting person's total shares held under Valley's 401(k) plan.

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. Valley declared a 5 percent stock dividend on April 7 2008, payable May 23, 2008 to stockholders of record on May 9, 2008.

4. Shares tendered by reporting person for income taxes from proceeds of a non-qualified stock exercise.

	GERALDHLIPKIN	08/14/2008
	** 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).
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