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 *
LAWRENCE JAMES G
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
(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 12/31/2009   J4(1) 16,551 A $ 0 (1) 16,551 I Executor - Mother's Estate
Common Stock (2)             285,562 D  
Common Stock             19,452 I By Spouse
Common Stock             4,163 I Custodian For Son
Common Stock             9,807 I Executor (3)
Common Stock             2,008 I Spouse And Self/custodians For Grandchildren
Common Stock             55,198 I Trustee FBO Mother (4)

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 Options $ 17.8762           11/27/2002 11/27/2011 Common Stock
6,156
  6,156
D
 
Stock Options $ 18.7238           11/18/2003 11/18/2012 Common Stock
7,036
  7,036
D
 
Stock Options $ 21.8286           11/17/2004 11/17/2013 Common Stock
16,080
  16,080
D
 
Stock Options $ 21.9143           11/26/2005 11/16/2014 Common Stock
15,316
  15,316
D
 
Stock Options $ 20.2952           11/14/2006 11/14/2015 Common Stock
17,624
  17,624
D
 
Stock Options $ 22.2095           11/13/2007 11/13/2016 Common Stock
16,785
  16,785
D
 
Stock Options $ 16.9619           02/12/2009 02/12/2018 Common Stock
11,025
  11,025
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAWRENCE JAMES G
1455 VALLEY ROAD
WAYNE, NJ 07470-
      Executive Vice President  

Signatures

/s/ JAMES G. LAWRENCE 02/11/2010
**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).
(1) Mr. Lawrence is the Executor and 50% beneficiary of his Mother's Estate.
(2) Valley National Bancorp declared a 5% dividend on April 14, 2009, issued on May 22, 2009 to shareholders of record on May 8, 2009.
(3) Mr. Lawrence is the Executor and 50% beneficiary of his father's Estate.
(4) Mr. Lawrence is a trustee of a trust for the benefit of his mother, of which he is a 45% beneficiary; and his son a 10% beneficiary, of which Mr. Lawrence is the trustee. The reported amount reflects the total shares held in the trust.

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