8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 24, 2005

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Charter)

New Jersey	1-11277	22-2477875
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1455 Valley Road, Wayne, New Jersey	07470
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (973) 305-8800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On January 24, 2005, Valley National Bancorp (“Valley”) issued a press release reporting 2004 fourth quarter results of operations.

A copy of the press release is attached to this Current Report Form 8-K as Exhibit 99.

The information disclosed in this Item 2.02 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit
99	Press Release dated January 24, 2005 The Press Release disclosed in this Item 9.01 as Exhibit 99 shall be considered “furnished” but not “filed” pursuant to Item 2.02 of Form 8-K for purposes of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 25, 2005	VALLEY NATIONAL BANCORP
	By:	/s/ Alan D. Eskow
		Alan D. Eskow
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.	Title
99	Press Release

EX-99

EXHIBIT 99

FOR IMMEDIATE RELEASE	Contact:	Alan D. Eskow
		Executive Vice President and
		Chief Financial Officer
		973-305-4003

Another Successful Year For

Valley National Bancorp

WAYNE, NJ –January 24, 2005 — Valley National Bancorp (NYSE:VLY) today reported net income of $0.40 per diluted share or $39.9 million for the fourth quarter ended December 31, 2004, compared to $0.39 per diluted share or $38.4 million for the fourth quarter of 2003. All data reflects the 5 percent stock dividend that was issued May 17, 2004.

Net income for the year ended December 31, 2004 was $1.56 per diluted share or $154.4 million compared to $1.55 per diluted share or $153.4 million for the year ended December 31, 2003.

Gerald H. Lipkin, Valley’s Chairman, President and CEO stated, “2004 marked another successful year for Valley as we increased our earnings per share for the ninth consecutive year. In a challenging interest rate, regulatory and competitive environment Valley earned record net income and earnings per share, expanded our customer service initiatives, announced the acquisition of two commercial banks and most importantly continued to manage the bank for the long run. In doing so, the bank is expected to open between 7-10 de novo branches during 2005, the first of which opened January 3^rd in South Orange, New Jersey.

“The announced acquisitions of NorCrown and Shrewsbury, anticipated to close during the first quarter or early second quarter of 2005, are both expected to be accretive within one year, expand our market presence and accordingly increase our franchise value. Since beginning our 24/7 customer service hours and Sunday branch banking initiative in November 2003, we have seen an increase in customer lobby traffic, an increase in accounts per household and a significant decrease in deposit account turnover as evidenced by approximately a 50 percent decrease in checking account closings.

“We had a very successful year in lending as our loan portfolio grew approximately 12.3 percent. This increase was partially the result of our new business development staff for which we absorbed the expense starting early in 2004 and began to see results of their efforts as the year progressed. Overall, deposits increased almost 5 percent for the full year while our non-interest bearing and low cost savings deposits showed the greatest growth. Municipal deposits continued to increase throughout the year as our government deposit team expanded their footprint. The positive increases in the balance sheet during 2004 translated into smaller gains in net interest income than traditionally experienced by Valley due to a lower net interest margin. Short-term interest rates began to increase during the latter part of the year from their historical lows as the Federal Reserve increased the federal funds rate 5 times. While this helped our loans which adjust with the prime rate, it also increased our cost of funding. Long–term interest rates did not rise in conjunction with the federal funds rate increases and therefore, had no

Valley National Bancorp (NYSE: VLY)

2004 4th Quarter Earnings

January 24, 2005

impact on interest rates for new fixed rate long-term loans and investments. This flattening of the yield curve is making it more difficult to earn the traditional spreads that Valley is accustomed to earning in addition to diminishing the positive effect of Valley’s asset sensitive balance sheet position. However, Valley’s balance sheet does continue to remain asset sensitive and should react positively should the yield curve become steeper.”

For the quarter and year ended December 31, 2004, Valley achieved a return on average shareholders’ equity (ROE) of 22.70 percent and 22.77 percent, a return on average assets (ROA) of 1.50 percent and 1.51 percent and an efficiency ratio of 48.9 and 48.2 percent, respectively. Valley’s risk-based capital ratios at December 31, 2004 were 11.10 percent for Tier 1 capital, 11.93 percent for total capital and 8.28 percent for Tier 1 leverage.

Net interest income for the fourth quarter increased to $95.9 million, an increase of $1.2 million or 5 percent on an annualized basis over the third quarter of 2004. The net interest margin on a tax equivalent basis was 3.90 percent or 4 basis points below the third quarter. This decline was mainly the result of a flattening of the yield curve causing funding costs to increase faster than yields on fixed rate loans and investments. Net interest income increased to $372.3 million, an increase of $23.7 million or 6.8 percent over the prior year. The net interest margin on a tax equivalent basis was 3.94 percent for the twelve months ended December 31, 2004 compared with 4.04 percent for the same period in 2003. The change for the full year was mainly attributable to interest rates declining to historic low levels during 2004 that compressed the net interest margin throughout the banking industry.

Net charge-offs for 2004 were $7.0 million compared with $6.8 million for 2003, while the fourth quarter of 2004 had net charge-offs of $2.8 million. The provision for loan losses was $3.2 million for the fourth quarter 2004 compared to $1.5 million for the third quarter and was $8.0 million for the full year ended December 31, 2004. The provision was higher than the prior quarter as a result of higher non-performing loans at the end of the quarter. Total non-performing assets, which include non-accrual loans and other real estate owned (“OREO”), totaled $30.8 million, or 0.44 percent of loans and OREO, at December 31, 2004, compared to $23.1 million at December 31, 2003.

Loans past due 90 days or more and still accruing at December 31, 2004 were $2.9 million, or 0.04 percent of $6.9 billion of total loans, compared to $3.8 million at September 30, 2004 and $2.8 million at December 31, 2003. Total loans past due in excess of 30 days were 0.90 percent of all loans at December 31, 2004 compared with 0.55 percent at September 30, 2004 and .92 percent at December 31, 2003.

Non-interest income for the year ended December 31, 2004 decreased 22.1 percent or $23.9 million to $84.3 million mainly due to lower gains from residential mortgage loan sales, lower securities gains and reduced insurance commissions. Non-interest income for the fourth quarter of 2004 was $21.2 million, down $1.8 million or 7.9 percent from $23.0 million for the fourth quarter of 2003.

Non-interest expense for the year ended December 31, 2004 increased by 1.7 percent or $3.8 million due to higher salary, benefit and occupancy expenses as a result of new branches and additional regulatory compliance staff. This was partially offset by a decline in the amortization of servicing rights. In addition, Valley and most other U.S. Banks continue to be under great pressure to enhance their level of compliance with the US Patriot Act, Bank Secrecy Act and other anti-money laundering laws and regulations. Consequently, staffing levels and related operating costs have increased and Valley expects that these expenses will further increase during 2005.*

2

Valley National Bancorp (NYSE: VLY)

2004 4th Quarter Earnings

January 24, 2005

The effective income tax rate for the fourth quarter was 29.6 percent, lower than the effective rate for the full year 2004, as a result of tax credits and tax benefits from low income housing projects combined with the results of the analysis of Valley’s tax accruals.

Valley National Bancorp is a regional bank holding company headquartered in Wayne, New Jersey. Its principal subsidiary, Valley National Bank, currently operates 134 offices located in 88 communities serving 11 counties throughout northern New Jersey and Manhattan.

*  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *  *   *  *  *  *  *

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, relationships, opportunities, taxation, technology and market conditions. These statements may be identified by an “asterisk” (*) or such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ from those contemplated by such forward-looking statements include, among others, the following: unanticipated changes in the direction of interest rates, effective income tax rates, loan prepayment assumptions, levels of loan quality and origination volume, relationships with major customers, as well as the effects of unanticipated economic conditions and legal and regulatory barriers including compliance issues related to AML/BSA compliance and the development of new tax strategies or the disallowance of prior tax strategies, consummation of the acquisitions of NorCrown and Shrewsbury including the receipt of regulatory approval and the ability of Valley to successfully integrate NorCrown and Shrewsbury without the loss of significant loan and deposit business. Valley assumes no obligation for updating any such forward-looking statement at any time.

# # #

-Tables to Follow-

3

Valley National Bancorp

Consolidated Financial Highlights

SELECTED FINANCIAL DATA

	Three Months Ended December 31,						Twelve Months Ended December 31,
(Dollars in thousands, except for share data)	2004			2003			2004			2003
SELECTED FINANCIAL DATA:
Net income	$	39,851		$	38,369		$	154,398		$	153,415
Net interest income		95,945			88,829			372,319			348,576
Net interest income - FTE (1)		97,585			90,373			378,708			354,699
Weighted Average Number of Shares Outstanding:
Diluted		99,297,607			99,160,181			99,178,722			99,223,550
Per share data:
Basic earnings	$	0.40		$	0.39		$	1.56		$	1.55
Diluted earnings		0.40			0.39			1.56			1.55
Cash dividends declared		0.225			0.21			0.89			0.85
Book value		7.16			6.62			7.16			6.62
Closing stock price - high		28.44			28.54			28.44			28.54
Closing stock price - low		25.83			26.76			24.15			21.77
FINANCIAL RATIOS:
Net interest margin - FTE (1)		3.90	%		4.00	%		3.94	%		4.04	%
Annualized return on average assets		1.50			1.58			1.51			1.63
Annualized return on average equity		22.70			23.80			22.77			24.21
Efficiency ratio (2)		48.91			46.56			48.19			47.35

SELECTED BALANCE SHEET ITEMS AND RATIOS

	Three Months Ended December 31,				Twelve Months Ended December 31,
(Dollars in thousands)	2004		2003		2004		2003
AVERAGE BALANCE SHEET ITEMS:
Assets	$	10,644,006	$	9,684,356	$	10,242,679	$	9,399,734
Interest earning assets		10,003,378		9,045,663		9,616,170		8,771,760
Loans		6,913,293		6,163,441		6,541,993		6,056,439
Interest bearing liabilities		8,095,754		7,326,062		7,770,425		7,120,683
Deposits		7,528,894		7,218,405		7,373,992		6,947,540
Shareholders’ equity		702,219		644,776		678,068		633,744
ALLOWANCE FOR LOAN LOSSES:
Beginning of period	$	65,324	$	65,138	$	64,650	$	64,087
Provision for loan losses		3,204		1,250		8,003		7,345
Charge-offs		4,976		2,725		13,138		11,647
Recoveries		2,147		987		6,184		4,865
End of period	$	65,699	$	64,650	$	65,699	$	64,650

(1) Net interest income and net interest margin are presented on a tax equivalent basis using a 35 percent federal tax rate. Valley believes that this presentation provides comparability of net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice and SEC rules.

(2) The efficiency ratio measures Valley’s total non-interest expense as a percentage of net interest income plus total non-interest income.

Valley National Bancorp

Consolidated Financial Highlights

SELECTED FINANCIAL DATA

	As of December 31,
(Dollars in thousands)	2004			2003
BALANCE SHEET ITEMS:
Assets	$	10,775,571		$	9,880,740
Loans		6,934,315			6,172,409
Deposits		7,518,739			7,162,968
Shareholders’ equity		707,598			652,789
CAPITAL RATIOS:
Tier 1 leverage ratio		8.28	%		8.35	%
Risk-based capital - Tier 1		11.10			11.23
Risk-based capital - Total Capital		11.93			12.13
ASSET QUALITY:
Non-accrual loans	$	30,274		$	22,338
Other real estate owned (OREO)		480			797
Total non-performing assets		30,754			23,135
Loans past due 90 days or more and still accruing		2,870			2,792
ASSET QUALITY RATIOS:
Non-performing assets to total loans plus other real estate owned (OREO)		0.44	%		0.37	%
Allowance for loan losses to loans		0.95			1.05
Net charge-offs to average loans		0.11			0.11

SHAREHOLDER RELATIONS

Requests for copies of reports providing more detailed financial statements and analysis, as well as all other inquiries regarding Shareholder Relations should be directed to Dianne Grenz, Senior Vice President, Director of Shareholder & Public Relations, Valley National Bancorp, 1455 Valley Road, Wayne, New Jersey, 07470, by telephone at (973) 305-3380, by fax at (973) 696-2044 or by e-mail at dgrenz@valleynationalbank.com.

VALLEY NATIONAL BANCORP

Consolidated Statements of Financial Condition

($ in thousands, except for share data)

	December 31,
	2004			2003
Assets
Cash and due from banks	$	163,371		$	218,166
Securities:
Available for sale		1,883,729			1,805,680
Held to maturity		1,292,338			1,232,239
Trading account		2,514			4,252
Total securities		3,178,581			3,042,171
Loans held for sale		2,157			5,720
Loans		6,932,158			6,166,689
Less: Allowance for loan losses		(65,699	)		(64,650	)
Loans, net		6,866,459			6,102,039
Premises and equipment, net		161,473			128,606
Due from customers on acceptances outstanding		11,294			15,148
Accrued interest receivable		46,737			40,445
Intangible assets		45,888			52,050
Bank owned life insurance		170,602			164,404
Other assets		129,009			111,991
Total assets	$	10,775,571		$	9,880,740
Liabilities
Deposits:
Non-interest bearing	$	1,768,352		$	1,676,764
Interest bearing:
Savings		3,591,986			3,283,716
Time		2,158,401			2,202,488
Total deposits		7,518,739			7,162,968
Federal funds purchased and securities sold under agreements to repurchase		493,654			349,577
Treasury tax and loan account and other short-term borrowings		16,637			27,729
Long-term debt		1,890,170			1,547,221
Bank acceptances outstanding		11,294			15,148
Accrued expenses and other liabilities		137,479			125,308
Total liabilities		10,067,973			9,227,951
Shareholders’ Equity
Preferred stock, no par value 30,000,000 shares authorized; none issued		0			0
Common stock, no par value, authorized 157,042,457 shares; issued 98,891,645 shares in 2004 and 98,912,481 shares in 2003		34,930			33,304
Surplus		437,659			318,599
Retained earnings		232,431			288,313
Unallocated common stock held by the employee benefit plan		(88	)		(259	)
Accumulated other comprehensive gain		3,355			20,531
		708,287			660,488
Treasury stock, at cost (27,496 common shares in 2004 and 306,490 in 2003)		(689	)		(7,699	)
Total shareholders’ equity		707,598			652,789
Total liabilities and shareholders’ equity	$	10,775,571		$	9,880,740

VALLEY NATIONAL BANCORP

Consolidated Statements of Income

($ in thousands, except for share data)

	Three Months Ended December 31,
	2004		2003
Interest Income
Interest and fees on loans	$	100,045	$	89,512
Interest and dividends on investment securities		37,163		34,444
Interest on federal funds sold and other short-term investments		96		230
Total interest income		137,304		124,186
Interest Expense
Interest on deposits:
Savings deposits		7,354		4,831
Time deposits		12,570		11,970
Interest on other borrowings		21,435		18,556
Total interest expense		41,359		35,357
Net Interest Income		95,945		88,829
Provision for loan losses		3,204		1,250
Net interest income after provision for loan losses		92,741		87,579
Non-Interest Income
Trust and investment services		2,118		2,280
Insurance premiums		3,164		3,697
Service charges on deposit accounts		5,126		5,146
Gains on securities transactions, net		1,264		3,253
Fees from loan servicing		1,865		2,326
Gains on sales of loans, net		739		904
Bank owned life insurance		1,554		1,585
Other		5,358		3,819
Total non-interest income		21,188		23,010
Non-Interest Expense
Salary expense		25,386		23,634
Employee benefit expense		7,339		4,666
Net occupancy expense		9,263		8,633
Amortization of intangible assets		1,992		3,050
Other		13,314		12,084
Total non-interest expense		57,294		52,067
Income before income taxes		56,635		58,522
Income tax expense		16,784		20,153
Net Income	$	39,851	$	38,369
Earnings Per Share:
Basic	$	0.40	$	0.39
Diluted	$	0.40	$	0.39
Weighted Average Number of Shares Outstanding:
Basic		98,748,394		98,512,548
Diluted		99,297,607		99,160,181

VALLEY NATIONAL BANCORP

Consolidated Statements of Income

($ in thousands, except for share data)

	Twelve Months Ended December 31,
	2004		2003
Interest Income
Interest and fees on loans	$	370,921	$	364,091
Interest and dividends on investment securities		147,709		132,785
Interest on federal funds sold and other short-term investments		296		622
Total interest income		518,926		497,498
Interest Expense
Interest on deposits:
Savings deposits		23,115		22,871
Time deposits		46,832		48,095
Interest on other borrowings		76,660		77,956
Total interest expense		146,607		148,922
Net Interest Income		372,319		348,576
Provision for loan losses		8,003		7,345
Net interest income after provision for loan losses		364,316		341,231
Non-Interest Income
Trust and investment services		8,432		8,562
Insurance premiums		13,982		17,558
Service charges on deposit accounts		20,242		21,590
Gains on securities transactions, net		6,475		15,606
Fees from loan servicing		8,010		9,359
Gains on sales of loans, net		3,039		12,966
Bank owned life insurance		6,199		6,188
Other		17,949		16,368
Total non-interest income		84,328		108,197
Non-Interest Expense
Salary expense		99,325		97,197
Employee benefit expense		24,465		22,162
Net occupancy expense		36,374		34,234
Amortization of intangible assets		8,964		12,480
Other		50,921		50,205
Total non-interest expense		220,049		216,278
Income before income taxes		228,595		233,150
Income tax expense		74,197		79,735
Net Income	$	154,398	$	153,415
Earnings Per Share:
Basic	$	1.56	$	1.55
Diluted	$	1.56	$	1.55
Weighted Average Number of Shares Outstanding:
Basic		98,671,289		98,695,082
Diluted		99,178,722		99,223,550

Valley National Bancorp

      (dollars in thousands)

	End of Period - 12/31/04		End of Period - 09/30/04		End of Period - 06/30/04		End of Period - 12/31/03
	Loan Portfolio		Loan Portfolio		Loan Portfolio		Loan Portfolio
Commercial Loans	$	1,261,854	$	1,316,972	$	1,205,739	$	1,184,652
Construction		368,120		282,299		254,007		222,748
Residential Mortgage		1,853,708		1,774,827		1,699,035		1,596,859
Commercial Mortgage		1,745,155		1,741,674		1,692,201		1,553,037
Total Mortgage Loans		3,966,983		3,798,800		3,645,243		3,372,644
Home Equity		517,325		510,790		486,962		476,149
Credit Card		9,691		9,433		9,636		10,722
Automobile		1,079,050		1,098,375		1,058,238		1,013,938
Other Consumer		99,412		89,255		101,871		114,304
Total Consumer Loans		1,705,478		1,707,853		1,656,707		1,615,113
Total Loans	$	6,934,315	$	6,823,625	$	6,507,689	$	6,172,409

	Quarter End - 12/31/04						Quarter End - 09/30/04						Quarter End - 06/30/04						Quarter End - 12/31/03
	Average Balance		Interest		Avg. Rate		Average Balance		Interest		Avg. Rate		Average Balance		Interest		Avg. Rate		Average Balance		Interest		Avg. Rate
Assets
Loans	$	6,913,293	$	100,085	5.79	%	$	6,644,741	$	94,114	5.67	%	$	6,371,083	$	89,002	5.59	%	$	6,163,441	$	89,553	5.81	%
Taxable Investments		2,749,399		34,191	4.97	%		2,803,510		35,307	5.04	%		2,819,716		33,850	4.80	%		2,525,018		31,655	5.01	%
Non-Taxable Investments		322,141		4,572	5.68	%		325,127		4,576	5.63	%		317,298		4,342	5.47	%		267,097		4,291	6.43	%
Fed Funds and Other Int. Earning Assets		18,545		96	2.07	%		16,989		76	1.79	%		13,882		34	0.98	%		90,107		230	1.02	%
Total Int. Earning Assets		10,003,378		138,944	5.56	%		9,790,367		134,073	5.48	%		9,521,979		127,228	5.34	%		9,045,663		125,729	5.56	%
Other Assets		640,628						611,625						620,343						638,693
Total Average Assets	$	10,644,006					$	10,401,992					$	10,142,322					$	9,684,356
Liabilities and Shareholders’ Equity
Savings	$	3,569,992	$	7,354	0.82	%	$	3,491,498	$	5,886	0.67	%	$	3,446,731	$	5,162	0.60	%	$	3,267,588	$	4,831	0.59	%
Time Deposits		2,157,664		12,570	2.33	%		2,160,260		11,821	2.19	%		2,167,642		11,038	2.04	%		2,311,486		11,969	2.07	%
S/T Borrowings		508,105		2,235	1.76	%		484,850		1,603	1.32	%		372,815		921	0.99	%		199,562		422	0.85	%
Long-term Debt		1,859,993		19,200	4.13	%		1,802,459		18,350	4.07	%		1,695,362		17,169	4.05	%		1,547,426		18,134	4.69	%
Interest Bearing Liabilities		8,095,754		41,359	2.04	%		7,939,067		37,660	1.90	%		7,682,550		34,290	1.79	%		7,326,062		35,356	1.93	%
Non-Interest Bearing Deposits		1,801,238						1,762,175						1,715,696						1,639,331
Other Liabilities		44,795						34,581						62,689						74,187
Shareholders’ Equity		702,219						666,169						681,387						644,776
Total Average Liabilities and Shareholders’ Equity	$	10,644,006					$	10,401,992					$	10,142,322					$	9,684,356
Net Interest Income and Margin - tax equivalent basis			$	97,585	3.90	%			$	96,413	3.94	%			$	92,938	3.90	%			$	90,373	4.00	%

Notes:

Interest income is presented on a tax equivalent basis using a 35 percent federal tax rate.

Loans are stated net of unearned income and include non-accrual loans.