Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LIPKIN GERALD H
  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
(Last)
(First)
(Middle)
1455 VALLEY ROAD
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2009
(Street)

WAYNE, NJ 07470-
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 02/09/2009 02/12/2009 S   973 (1) D $ 13.98 217,438 (3) D  
Common Stock               176,723 I Wife
Common Stock (401k Plan) (2)               2,445 D  
Common Stock (with Spouse)               128 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option/NQ $ 19.92             02/15/2002 02/15/2012 Common Stock 25,360   25,360 D  
Stock Options $ 19.92             02/15/2002 02/15/2012 Common Stock 1,442   1,442 D  
Stock Options $ 19.14             03/01/2004 03/01/2013 Common Stock 9,380   9,380 D  
Stock Options $ 22             02/26/2005 02/26/2014 Common Stock 25,527   25,527 D  
Stock Options $ 22.04             02/08/2006 02/08/2015 Common Stock 24,311   24,311 D  
Stock Options $ 20.94             02/15/2007 02/15/2016 Common Stock 28,941   28,941 D  
Stock Options $ 23.53             02/13/2008 02/13/2017 Common Stock 38,588   38,588 D  
Stock Options $ 17.81             02/12/2009 02/12/2018 Common Stock 36,750   36,750 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LIPKIN GERALD H
1455 VALLEY ROAD
WAYNE, NJ 07470-
  X     Chairman, President and CEO  

Signatures

 /s/ GERALD H. LIPKIN   02/10/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The sales reported in this Form 4 were effected pursuant to Rule 144 and Rule 10b5-1 trading plan adopted by the reporting person. Sales proceeds will be used to pay for income taxes.
(2) Holdings under the Valley 401K Plan has been updated to reflect reporting officer's balance in the Plan.
(3) Includes restricted shares granted under VNB 1999 Long Term Stock Incentive Plan, vesting in five equal installments beginning one year from the grant date.

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