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 *
ESKOW ALAN D
 2. Issuer Name and Ticker or Trading Symbol
VALLEY NATIONAL BANCORP [VLY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President & CFO
(Last)
(First)
(Middle)

1455 VALLEY ROAD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(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 12/02/2008   G 350 D $ 16.55 105,518 D (1)  
Common Stock             775 I (1) Ira/wife
Common Stock (401k Plan)             2,866 D (2)  

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 $ 18.77           11/27/2002 11/27/2011 Common Stock
11,485
  11,485
D
 
Stock Options $ 15.91           11/28/2001 11/28/2010 Common Stock
5,025
  5,025
D
 
Stock Options $ 18.77           11/27/2002 11/27/2011 Common Stock
6,943
  6,943
D
 
Stock Options $ 19.66           11/18/2003 11/18/2012 Common Stock
11,300
  11,300
D
 
Stock Options $ 22.92           11/17/2004 11/17/2013 Common Stock
15,316
  15,316
D
 
Stock Options $ 23.01           11/16/2005 11/16/2014 Common Stock
14,587
  14,587
D
 
Stock Options $ 21.31           11/14/2006 11/14/2015 Common Stock
16,785
  16,785
D
 
Stock Options $ 23.32           11/13/2007 11/13/2016 Common Stock
18,191
  18,191
D
 
Stock Options $ 17.81           02/12/2009 02/12/2018 Common Stock
17,326
  17,326
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ESKOW ALAN D
1455 VALLEY ROAD
WAYNE, NJ 07470-		       Executive Vice President & CFO  

Signatures

/s/ ALAN D. ESKOW 02/06/2009
**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) Adjusted for additional shares acquired through Dividend Reinvestment Plan.
(2) Holdings under the Valley 401K Plan has been updated to reflect reporting officer's balance in the Plan.

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

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