Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009
(Street)


WAYNE, NJ 07470-
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/21/2009   G 1,945 D $ 0 245,900 D  
Common Stock             185,559 I Wife
Common Stock (401k Plan)             2,755 D  
Common Stock (with Spouse)             134 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option/NQ $ 18.9714           02/15/2002 02/15/2012 Common Stock
26,628
  26,628
D
 
Stock Options $ 18.9714           02/15/2002 02/15/2012 Common Stock
1,514
  1,514
D
 
Stock Options $ 18.2286           03/01/2004 03/01/2013 Common Stock
9,849
  9,849
D
 
Stock Options $ 20.9524           02/26/2005 02/26/2014 Common Stock
26,803
  26,803
D
 
Stock Options $ 20.9905           02/08/2006 02/08/2015 Common Stock
25,527
  25,527
D
 
Stock Options $ 19.9429           02/15/2007 02/15/2016 Common Stock
30,388
  30,388
D
 
Stock Options $ 22.4095           02/13/2008 02/13/2017 Common Stock
40,517
  40,517
D
 
Stock Options $ 16.9619           02/12/2009 02/12/2018 Common Stock
38,587
  38,587
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 01/27/2010
**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).

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.