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) April 20, 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 April 20, 2005, Valley National Bancorp (“Valley”) issued a press release reporting 2005 first 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 April 20, 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: April 21, 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

Valley National Bancorp

Completes Merger and Posts 1^st Quarter Results

WAYNE, NJ –April 20, 2005 — Valley National Bancorp (NYSE:VLY) today reported net income of $0.37 per diluted share or $38.3 million for the first quarter ended March 31, 2005, compared to $0.37 per diluted share or $38.4 million for the first quarter of 2004. All share data reflects the 5 percent stock dividend that was declared at the annual shareholders’ meeting on April 6, 2005. Earnings per share before the 5 percent stock dividend were $0.39 for the first quarter of 2005 and 2004.

Gerald H. Lipkin, Valley’s Chairman, President and CEO stated, “We are pleased with Valley’s results as we continue to absorb the costs associated with the external challenges and pressures arising from net interest margin compression resulting from a flattening yield curve, loan and deposit pricing pressures, and the overall costs and time devoted to government regulation. Earnings remained flat partly as a result of a decline in the net interest margin, branch opening expenses and an increased regulatory burden with a cost of approximately $5 million per year above levels experienced prior to the enactment of the US Patriot Act and Sarbanes-Oxley.

“Despite these challenges, our business expansion efforts targeting middle market businesses enabled total commercial lending to grow by approximately 14 percent from the first quarter of 2004, without including the loans acquired from Shrewsbury on March 31, 2005. For the quarter, total loans increased $111 million or 6.4 percent annualized. We have in the last few weeks begun to see higher automobile loan volume, from the typically slow first quarter. In addition, commercial lines of credit in New York are very seasonal and are expected to increase during the second quarter. These lines usually decline beginning in November and typically increase after the first quarter. Deposits increased 4.1 percent between March 31, 2005 and the same quarter in 2004. This includes growth in savings accounts of 9.3 percent and demand deposits of 5.4 percent.

“The previously announced acquisition of Shrewsbury closed on March 31, 2005. We are very pleased to bring the Shrewsbury customers, staff and shareholders into the Valley organization. We have met with many of the borrowing customers and are excited about the opportunity to expand these relationships and add additional customers in Monmouth County, a new market for Valley. Since the closing, we have had a favorable response to our deposit products in that market. Deposits in Shrewsbury have exceeded our expectations growing over 4 percent in total dollars and almost 8 percent

Valley National Bancorp (NYSE: VLY)

2005 1^st Quarter Earnings

April 20, 2005

in number of accounts since April 1st. We anticipate similar results in our various lending operations as we incorporate Valley’s higher lending limits and broader products and services.

“The acquisition of Shrewsbury also provides us with an opportunity to accelerate the expansion of our footprint into Middlesex County via de novo branches. Our branch strategy today continues to exceed expectations in deposit growth and we anticipate opening eight to ten new branches during 2005. Of the branches opened within the last two years, the average branch deposits approximated $32 million with a cost of funds lower than current wholesale funding costs.”

For the quarter ended March 31, 2005, Valley achieved an annualized return on average shareholders’ equity (ROE) of 21.39 percent, an annualized return on average assets (ROA) of 1.42 percent and an efficiency ratio of 48.8 percent. Valley’s risk-based capital ratios at March 31, 2005 were 11.07 percent for Tier 1 capital, 11.89 percent for total capital and 8.72 percent for Tier 1 leverage. Excluding Valley’s prior ownership of Shrewsbury common stock, almost 87 percent of Shrewsbury shareholders chose to exchange their shares for Valley stock. The high rate of election of Valley stock by Shrewsbury shareholders improved Valley’s capital ratios and book value.

Gross revenues for the first quarter of 2005 increased 8.2 percent over the first quarter of 2004. Net interest income for the first quarter increased to $94.6 million, an increase of $4.4 million or 4.9 percent over the first quarter of 2004. The net interest margin on a tax equivalent basis was 3.80 percent or 10 basis points below the fourth quarter of 2004. This decline was mainly the result of a flattening of the yield curve causing funding costs to increase faster than yields on new and re-pricing term loans and investments. While the overall yield on loans and investments did not increase over the fourth quarter of 2004, deposit and borrowing costs increased 12 basis points causing most of the narrowing of the margin. Deposit costs have been increasing due to competitive pricing pressures and Valley anticipates these increases will continue.

Net charge-offs for the first quarter were $633 thousand compared to $1.7 million for the first quarter of 2004 and $2.8 million for the fourth quarter of 2004. The provision for loan losses was $752 thousand for the first quarter of 2005 compared to $1.8 million for the first quarter of 2004 and $3.2 million for the fourth quarter of 2004. Total non-performing assets, which include non-accrual loans and other real estate owned (“OREO”), totaled $26.0 million, or 0.35 percent of loans and OREO, at March 31, 2005, down from $30.8 million at December 31, 2004, primarily as the result of collection efforts.

Loans past due 90 days or more and still accruing at March 31, 2005 were $1.5 million, or 0.02 percent of $7.3 billion of total loans, compared to $3.5 million at March 31, 2004 and $2.9 million at December 31, 2004. Total loans past due in excess of 30 days were 0.63 percent of all loans at March 31, 2005 compared with 0.90 percent at December 31, 2004.

Non-interest income for the first quarter of 2005 was $19.4 million compared to $23.0 million for the first quarter of 2004. The decrease was mainly due to lower securities gains.

Non-interest expense for the first quarter of 2005 increased $2.6 million or 4.8 percent to $55.6 million from the 2004 first quarter reflecting higher pension, medical, stock option and occupancy expenses.

2

Valley National Bancorp (NYSE: VLY)

2005 1^st Quarter Earnings

April 20, 2005

Valley National Bancorp is a regional bank holding company headquartered in Wayne, New Jersey. Its principal subsidiary, Valley National Bank, currently operates 146 offices located in 97 communities serving 12 counties throughout northern and central New Jersey and Manhattan. Valley’s web site can be found at http://www.valleynationalbank.com.

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

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 such forward-looking terminology as “expect,” “believe,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” 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 acquisition of NorCrown including the receipt of regulatory approval and the ability of Valley to successfully integrate NorCrown 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 March 31,
(Dollars in thousands, except for share data)	2005			2004
FINANCIAL DATA:
Net income	$	38,268		$	38,432
Net interest income		94,593			90,217
Net interest income - FTE (1)		96,240			91,772
Weighted Average Number of Shares Outstanding: (2)
Diluted		104,338,065			104,104,219
Per share data: (2)
Basic earnings	$	0.37		$	0.37
Diluted earnings		0.37			0.37
Cash dividends declared		0.21			0.20
Book value		7.57			6.53
Closing stock price - high		27.82			27.43
Closing stock price - low		25.20			25.73
FINANCIAL RATIOS:
Net interest margin - FTE (1)		3.80	%		4.02	%
Annualized return on average assets		1.42			1.57
Annualized return on average equity		21.39			23.22
Efficiency ratio (3)		48.83			46.88
AVERAGE BALANCE SHEET ITEMS:
Assets	$	10,758,412		$	9,771,051
Interest earning assets		10,132,346			9,137,528
Loans		6,986,730			6,230,219
Interest bearing liabilities		8,232,380			7,354,329
Deposits		7,509,960			7,219,232
Shareholders’ equity		715,519			662,187

(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) Share data (except for closing stock prices) reflects the 5 percent stock dividend declared on April 6, 2005, to be issued May 20, 2005 to shareholders of record on May 6, 2005.

(3) 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 March 31,
(Dollars in thousands)	2005			2004
BALANCE SHEET ITEMS:
Assets	$	11,407,946		$	10,139,088
Loans		7,321,025			6,278,900
Deposits		7,892,723			7,255,399
Shareholders’ equity		820,869			676,697
CAPITAL RATIOS:
Tier 1 leverage ratio		8.72	%		8.48	%
Risk-based capital - Tier 1		11.07			11.17
Risk-based capital - Total Capital		11.89			12.05
ALLOWANCE FOR LOAN LOSSES:
Beginning of period	$	65,699		$	64,650
Provision for loan losses		752			1,848
Charge-offs		1,378			3,479
Recoveries		745			1,777
Allowance for loan losses - Shrewsbury		3,211			0
End of period	$	69,029		$	64,796
ASSET QUALITY:
Non-accrual loans	$	24,915		$	20,724
Other real estate owned (OREO)		1,036			601
Total non-performing assets		25,951			21,325
Loans past due 90 days or more and still accruing		1,537			3,529
ASSET QUALITY RATIOS:
Non-performing assets to total loans plus other real estate owned (OREO)		0.35	%		0.34	%
Allowance for loan losses to loans		0.94			1.03
Net charge-offs to average loans		0.04			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)

	March 31,
	2005			2004
Assets
Cash and due from banks	$	208,710		$	202,938
Federal funds sold		12,600			0
Securities:
Available for sale		1,998,298			1,891,506
Held to maturity		1,261,202			1,287,239
Trading account		2,435			2,446
Total securities		3,261,935			3,181,191
Loans held for sale		490			6,457
Loans		7,320,535			6,272,443
Less: Allowance for loan losses		(69,029	)		(64,796	)
Loans, net		7,251,506			6,207,647
Premises and equipment, net		166,306			131,007
Due from customers on acceptances outstanding		10,977			12,244
Accrued interest receivable		52,590			43,911
Intangible assets		126,217			50,688
Bank owned life insurance		177,296			165,982
Other assets		139,319			137,023
Total assets	$	11,407,946		$	10,139,088
Liabilities
Deposits:
Non-interest bearing	$	1,882,101		$	1,684,616
Interest bearing:
Savings		3,842,754			3,340,679
Time		2,167,868			2,230,104
Total deposits		7,892,723			7,255,399
Federal funds purchased and securities sold under agreements to repurchase		588,746			339,808
Treasury tax and loan account and other short-term borrowings		3,198			8,974
Long-term debt		1,928,788			1,620,320
Bank acceptances outstanding		10,977			12,244
Accrued expenses and other liabilities		162,645			225,646
Total liabilities		10,587,077			9,462,391
Shareholders’ Equity*
Preferred stock, no par value 30,000,000 shares authorized; none issued		0			0
Common stock, no par value, authorized 164,894,580 shares; issued 108,469,434 shares in 2005 and 103,844,630 shares in 2004		36,482			33,303
Surplus		550,617			318,836
Retained earnings		248,361			304,333
Unallocated common stock held by the employee benefit plan		(48	)		(213	)
Accumulated other comprehensive (loss) gain		(14,543	)		24,994
		820,869			681,253
Treasury stock, at cost (0 common shares in 2005 and 190,441 in 2004)		0			(4,556	)
Total shareholders’ equity		820,869			676,697
Total liabilities and shareholders’ equity	$	11,407,946		$	10,139,088

* Share data reflects the 5 percent stock dividend declared on April 6, 2005, to be issued May 20, 2005 to shareholders of record on May 6, 2005.

VALLEY NATIONAL BANCORP

Consolidated Statements of Income

($ in thousands, except for share data)

	Three Months Ended March 31,
	2005		2004
Interest Income
Interest and fees on loans	$	101,194	$	87,832
Interest and dividends on investment securities		37,863		35,593
Interest on federal funds sold and other short-term investments		106		90
Total interest income		139,163		123,515
Interest Expense
Interest on deposits:
Savings deposits		8,634		4,713
Time deposits		12,919		11,403
Interest on other borrowings		23,017		17,182
Total interest expense		44,570		33,298
Net Interest Income		94,593		90,217
Provision for loan losses		752		1,848
Net interest income after provision for loan losses		93,841		88,369
Non-Interest Income
Trust and investment services		2,013		2,232
Insurance premiums		3,290		3,672
Service charges on deposit accounts		4,943		4,827
Gains on securities transactions, net		1,733		3,566
Fees from loan servicing		1,774		2,177
Gains on sales of loans, net		508		817
Bank owned life insurance		1,559		1,578
Other		3,538		4,130
Total non-interest income		19,358		22,999
Non-Interest Expense
Salary expense		24,442		24,106
Employee benefit expense		6,657		5,416
Net occupancy expense		9,835		9,270
Amortization of intangible assets		1,736		2,199
Other		12,976		12,090
Total non-interest expense		55,646		53,081
Income before income taxes		57,553		58,287
Income tax expense		19,285		19,855
Net Income	$	38,268	$	38,432
Earnings Per Share:*
Basic	$	0.37	$	0.37
Diluted	$	0.37	$	0.37
Weighted Average Number of Shares Outstanding:*
Basic		103,844,428		103,529,733
Diluted		104,338,065		104,104,219

* Share data reflects the 5 percent stock dividend declared on April 6, 2005, to be issued May 20, 2005 to shareholders of record on May 6, 2005.

Valley National Bancorp

      (dollars in thousands)

	End of Period - 03/31/05		End of Period - 12/31/04		End of Period - 09/30/04		End of Period - 06/30/04		End of Period - 03/31/04
	Loan Portfolio		Loan Portfolio		Loan Portfolio		Loan Portfolio		Loan Portfolio
Commercial Loans	$	1,310,757	$	1,261,854	$	1,316,972	$	1,205,739	$	1,180,310
Construction		435,812		368,120		282,299		254,007		265,993
Residential Mortgage		1,980,833		1,853,708		1,774,827		1,699,035		1,614,999
Commercial Mortgage		1,877,144		1,745,155		1,741,674		1,692,201		1,607,486
Total Mortgage Loans		4,293,789		3,966,983		3,798,800		3,645,243		3,488,478
Home Equity		554,534		517,325		510,790		486,962		477,793
Credit Card		8,745		9,691		9,433		9,636		9,743
Automobile		1,064,150		1,079,050		1,098,375		1,058,238		1,011,844
Other Consumer		89,050		99,412		89,255		101,871		110,731
Total Consumer Loans		1,716,479		1,705,478		1,707,853		1,656,707		1,610,111
Total Loans	$	7,321,025	$	6,934,315	$	6,823,625	$	6,507,689	$	6,278,899

	Quarter End - 03/31/05						Quarter End - 12/31/04						Quarter End - 09/30/04						Quarter End - 06/30/04						Quarter End - 03/31/04
	Average Balance		Interest		Avg. Rate		Average Balance		Interest		Avg. Rate		Average Balance		Interest		Avg. Rate		Average Balance		Interest		Avg. Rate		Average Balance		Interest		Avg. Rate
Assets
Loans	$	6,986,730	$	101,235	5.80	%	$	6,913,293	$	100,085	5.79	%	$	6,644,741	$	94,114	5.67	%	$	6,371,083	$	89,002	5.59	%	$	6,230,219	$	87,869	5.64	%
Taxable Investments		2,809,959		34,882	4.97	%		2,749,399		34,191	4.97	%		2,803,510		35,307	5.04	%		2,819,716		33,850	4.80	%		2,593,634		32,774	5.05	%
Non-Taxable Investments		323,590		4,587	5.67	%		322,141		4,572	5.68	%		325,127		4,576	5.63	%		317,298		4,342	5.47	%		289,643		4,337	5.99	%
Fed Funds and Other Int. Earning Assets		12,067		106	3.51	%		18,545		96	2.07	%		16,989		76	1.79	%		13,882		34	0.98	%		24,032		90	1.50	%
Total Int. Earning Assets		10,132,346		140,810	5.56	%		10,003,378		138,944	5.56	%		9,790,367		134,073	5.48	%		9,521,979		127,228	5.34	%		9,137,528		125,070	5.48	%
Other Assets		626,066						640,628						611,625						620,343						633,523
Total Average Assets	$	10,758,412					$	10,644,006					$	10,401,992					$	10,142,322					$	9,771,051
Liabilities and Shareholders’ Equity
Savings	$	3,658,713	$	8,634	0.94	%	$	3,569,992	$	7,354	0.82	%	$	3,491,498	$	5,886	0.67	%	$	3,446,731	$	5,162	0.60	%	$	3,299,834	$	4,713	0.57	%
Time Deposits		2,093,702		12,919	2.47	%		2,157,664		12,570	2.33	%		2,160,260		11,821	2.19	%		2,167,642		11,038	2.04	%		2,242,311		11,403	2.03	%
S/T Borrowings		590,699		3,350	2.27	%		508,105		2,235	1.76	%		484,850		1,603	1.32	%		372,815		921	0.99	%		236,586		499	0.84	%
Long-term Debt		1,889,266		19,667	4.16	%		1,859,993		19,200	4.13	%		1,802,459		18,350	4.07	%		1,695,362		17,169	4.05	%		1,575,598		16,683	4.24	%
Interest Bearing Liabilities		8,232,380		44,570	2.17	%		8,095,754		41,359	2.04	%		7,939,067		37,660	1.90	%		7,682,550		34,290	1.79	%		7,354,329		33,298	1.81	%
Non-Interest Bearing Deposits		1,757,545						1,801,238						1,762,175						1,715,696						1,677,087
Other Liabilities		52,968						44,795						34,581						62,689						77,448
Shareholders’ Equity		715,519						702,219						666,169						681,387						662,187
Total Average Liabilities and Shareholders' Equity	$	10,758,412					$	10,644,006					$	10,401,992					$	10,142,322					$	9,771,051
Net Interest Income and Margin - tax equivalent basis			$	96,240	3.80	%			$	97,585	3.90	%			$	96,413	3.94	%			$	92,938	3.90	%			$	91,772	4.02	%

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.