SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

HILL PAMELA

(Last)

(First)

(Middle)

190 MAIN STREET

(Street)

GLADSTONE

07934

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEAPACK GLADSTONE FINANCIAL CORP [ PGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004

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 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2004		G	676	D	⁽¹⁾	66,231⁽²⁾	D

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)	4. Transaction Code (Instr. 8)	(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)
Director stock options (right to buy)	$15.68⁽³⁾						⁽⁴⁾	03/08/2011	Common Stock	3,880⁽²⁾		3,880	D
Director stock options (right to buy)	$17.53⁽⁵⁾						⁽⁶⁾	04/28/2008	Common Stock	7,702⁽²⁾		7,702	D
Director stock options (right to buy)	$28.89⁽⁷⁾						⁽⁸⁾	01/09/2014	Common Stock	11,000⁽⁹⁾		11,000	D

Explanation of Responses:

1. A gift involves no payment of consideration; therefore, no price is necessary.

2. PGC declared a 10% stock dividend on September 9, 2004, payable to all holders of record of common stock on October 1, 2004. As a result, the reporting person received 6,082 shares of PGC common stock. At the same time, pursuant to anti-dilution provisions of PGC's stock option plan, options for 7,002, 3,528 and 10,000 shares of common stock held by the reporting person on October 1 became exercisable for 7,702, 3,880 and 11,000 shares of common stock

3. This option was previously reported as an option of 3,528 shares of common stock at an exercise price of $17.25, but was adjusted to reflect the 10% stock dividend declared by PGC on September 9, 2004.

4. The options were exercisable in five equal annual installments on March 8, 2002, 2003, 2004, 2005 and 2006.

5. This option was previously reported as an option of 7,002 shares of common stock at an exercise price of $19.28, but was adjusted to reflect the 10% stock dividend declared by PGC on September 9, 2004.

6. The options were exercisable in five equal annual installments on April 28, 1999, 2000, 2001, 2002 and 2003.

7. This option was previously reported as an option of 10,000 shares of common stock at an exercise price of $31.78, but was adjusted to reflect the 10% stock dividend declared by PGC on September 9, 2004.

8. The options were exercisable in five equal annual installments on January 9, 2005, 2006, 2007, 2008 and 2009.

9. This option was previously reported as an option of 10,000 shares of common stock at an exercise price of $31.78, but was adjusted to reflect the 10% stock dividend declared by PGC on September 9, 2004.

Remarks:

	Pamela Hill	02/14/2005
	** 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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