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) May 4, 2006

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))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7.01 Regulation FD Disclosure

Valley National Bancorp (the “Company”) is furnishing presentation materials included as Exhibit 99.1 to this report pursuant to Item 7.01 of Form 8-K. The presentation materials were prepared to be included in presentations with investors during the second quarter of 2006. The Company is not undertaking to update this presentation. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).

Item 9.01 Financial Statements and Exhibits

(d) Investor Presentation Materials

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: May 4, 2006	VALLEY NATIONAL BANCORP
	By:	/s/ Alan D. Eskow
		Alan D. Eskow
		Executive Vice President and
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Valley National Bancorp Investor Presentation

EX-99.1

Merrill Lynch Investor Luncheon 

May 4, 2006

Exhibit 99.1

2

This

presentation

contains

forward

looking

statements

concerning

Valley’s

future

business

outlook,

financial

condition

and

operating results.  Generally, the words "will," "may," "should," "continue," "believes," "expects," "anticipates" or similar

expressions identify forward looking statements.  Readers are advised not to place undue reliance on these forward looking

statements as they are influenced by certain risk factors and unpredictable events.  Factors that could cause actual results

to

differ

materially

from

those

predicted

by

the

forward

looking

statements

include

among

others:

unanticipated changes in the direction of interest rates;

competition from banks and other financial institutions;

changes in loan, investment and mortgage prepayment assumptions;

insufficient allowance for loan losses;

relationships with major customers;

changes in effective income tax rates;

higher or lower cash flow levels than anticipated;

inability to hire and retain qualified employees;

slowdown in levels of deposit growth;

a decline in the economy in New Jersey and New York;

a decrease in loan origination volume;

a change in legal and regulatory barriers including issues related to AML/BSA compliance;

the development of new tax strategies or the disallowance of prior tax strategies;

unanticipated litigation pertaining to fiduciary responsibility;

and

retention of loans, deposits, customers and staff from Valley’s acquisition of Shrewsbury and NorCrown during

2005.

NOTE:  Valley disclaims any obligation to update or revise forward looking statements for any reason.

Information For Investors And Shareholders

3

Overview of Valley National Bancorp

79 Year Commercial Banking History

Listed on the NYSE:  VLY (twelve years as of December 5, 2005)

Consistent Shareholder Returns

Strong Financial Performance

Sound Asset Quality

Management Longevity/Ownership

Big Bank –

Act Like Small Bank

Marketplace

4

60 Miles from Wayne

60 Minutes from Wayne

Valley National Bancorp’s

Concentrated Focus and Market Share

1

As of March 31, 2006

2

June 2005 Total Deposits

Merrill Lynch Bank and Trust, Metlife Inc. and TD Waterhouse bank were adjusted from county totals.

5.10

154

NJ Footprint

0.26

9

Manhattan

0.43

1

Middlesex

1.42

10

Union

6.45

19

Morris

9.11

27

Essex

2.74

12

Monmouth

2.08

13

Hudson

3.77

4

Somerset

4.68

37

Bergen

5.09

3

Warren

9.48

6

Sussex

25.73%

22

Passaic

Market

Share by

Deposits²

Valley

Offices¹

County

5.10

154

NJ Footprint

0.26

9

Manhattan

0.43

1

Middlesex

1.42

10

Union

6.45

19

Morris

9.11

27

Essex

2.74

12

Monmouth

2.08

13

Hudson

3.77

4

Somerset

4.68

37

Bergen

5.09

3

Warren

9.48

6

Sussex

25.73%

22

Passaic

Market

Share by

Deposits²

Valley

Offices¹

County

5

Focused Growth

Branches under Development

New Jersey

Edison, Middlesex County

Freehold, Monmouth County

Hackensack, Bergen County

Highlands, Monmouth County

Hillsborough, Somerset County

Keansburg, Monmouth County

Manalapan, Monmouth County

Milltown, Middlesex County

North Brunswick, Middlesex County (2)

Paterson, Passaic County

Piscataway, Middlesex County

Upper Montclair, Essex County

Woodbridge, Middlesex County

Expansion concentration within 1 Hour of Wayne

Seeking

to

fill

in

and

expand

to

contiguous

counties,

including

Kings

and

Queens

Counties,

NY

Properties

under

construction/contract

include:

Manhattan

Church Street & Franklin Street

Hudson Street & Laight Street

18

th

Street & Eighth Avenue

88

th

Street & Third Avenue

Brooklyn

61

st

Street & 18th Avenue

6

26%

23%

23%

28%

Commercial & Construction Loans

Commercial Mortgages

Residential Mortgages

Consumer Loans

($ in millions)

Total Loans $8,161

Total Loan Portfolio Composition

as of March 31, 2006

7

Valley National Bank -

Sensitivity Analysis

Repricing Loan Cash Flow in One Year

20.92%

22.68%

22.33%

23.39%

22.08%

20.95%

0.00%

10.00%

20.00%

30.00%

40.00%

50.00%

60.00%

2001

2002

2003

2004

2005

3/31/2006

Prime-Based Loans

Reprice Cash Flow

8

Loan Portfolio Growth 2001-

2005

2.30%

8.13%

7.81%

12.41%

17.29%

0.00%

3.00%

6.00%

9.00%

12.00%

15.00%

18.00%

2001

2002

2003

2004

2005*

* Includes loans acquired in connection with the Shrewsbury and NorCrown acquisitions

totaling approximately $276 million and $413 million, respectively.

9

Non-Performing Loans as a % of Loans

2001-

3/31/2006

0.35%

0.38%

0.36%

0.44%

0.32%

0.40%

0.00%

0.50%

1.00%

1.50%

2.00%

2001

2002

2003

2004

2005

3/31/2006

(annualized)

10

Net

Charge-Offs

to

Average

Loans

2001-

3/31/2006

0.27%

0.24%

0.11%

0.11%

0.05%

0.03%

0.00%

0.50%

1.00%

1.50%

2.00%

2001

2002

2003

2004

2005

3/31/2006

(annualized)

11

Net Interest Margin Trend

Net

Interest

Margin

is

presented

on

a

tax

equivalent

basis

using

a

35%

tax

rate

3.80%

3.76%

3.66%

3.55%

3.50%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

6/30/2005

9/30/2005

12/31/2005

3/31/2006

3/31/2005

12

As the slope of the yield curve steepens, Valley’s Net

Interest Margin will increase.

With the expiration of a cash flow hedge on August 1,

2006, Net Interest Margin will increase 4bps annually.

Yields on loans originated in the first quarter of 2006

were 33 bps higher than loans originated in the fourth

quarter of 2005, while the rate paid on deposits was

only 3 bps higher.

Net Interest Margin Trend

13

Strong Capital Position

Includes $200 Million Trust Preferred Issued November 2001.

Total Capital Ratio Includes $100 Million Sub-debt Issued July 2005.

8.1%

10.6%

12.5%

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

2001

2002

2003

2004

2005

3/31/2006

Leverage Ratio

Tier 1 Ratio

Total Capital Ratio

14

Unrealized Capital Position

(as of March 31, 2006)

Marked-to-Market Facilities

Number of facilities owned -

74

Approximate book value of facilities owned

*

$82 Million

Approximate Market Value of

Facilities owned -

$280 Million

15

Net Income Per Diluted Share

1.14

(1)

1.36

(2)

1.40

1.41

0.35

1.42

0.35

$0.00

$0.50

$1.00

$1.50

2001

2002

2003

2004

2005

3/31/2006

All

share

data

is

adjusted

to

reflect

a

5

percent

stock

dividend

to

be

issued

on

May

22,

2006.

(1)

Amount for 2001 includes merger-related charges of $7.0 million for Merchants  acquisition.

(2)

Includes

tax

benefit

due

to

restructuring

of

a

subsidiary

into

a

REIT

of

$8.75

million.

as of 3/31/05

16

Peer Groups

Institution

Asset Size as

of 12/31/05

Peer Group 1 ($5 billion - $15 billion)

(in $000s)

First Citizens BancShares, Inc.

Raleigh

NC

14,639,392

City National Corporation

Beverly Hills

CA

14,581,860

South Financial Group, Inc.

Greenville

SC

14,318,910

Commerce Bancshares, Inc.

Kansas City

MO

13,885,545

TCF Financial Corporation

Wayzata

MN

13,365,360

Fulton Financial Corporation

Lancaster

PA

12,403,681

Investors Financial Services Corp.

Boston

MA

12,096,393

BancorpSouth, Inc.

Tupelo

MS

11,769,164

Cullen/Frost Bankers, Inc.

San Antonio

TX

11,741,437

Wilmington Trust Corporation

Wilmington

DE

10,228,135

Bank of Hawaii Corporation

Honolulu

HI

10,187,038

FirstMerit Corporation

Akron

OH

10,161,317

Whitney Holding Corporation

New Orleans

LA

10,109,006

First Republic Bank

San Francisco

CA

9,319,910

Old National Bancorp

Evansville

IN

8,492,022

Corus Bankshares, Inc.

Chicago

IL

8,458,740

Trustmark Corporation

Jackson

MS

8,389,750

East West Bancorp, Inc.

San Marino

CA

8,278,256

UMB Financial Corporation

Kansas City

MO

8,247,789

Wintrust Financial Corporation

Lake Forest

IL

8,177,042

UCBH Holdings, Inc.

San Francisco

CA

7,962,583

Citizens Banking Corporation

Flint

MI

7,751,883

Sterling Financial Corporation

Spokane

WA

7,558,928

Susquehanna Bancshares, Inc.

Lititz

PA

7,466,007

First Midwest Bancorp, Inc.

Itasca

IL

7,210,151

Greater Bay Bancorp

E. Palo Alto

CA

7,116,325

Pacific Capital Bancorp

Santa Barbara

CA

6,876,159

United Bankshares, Inc.

Charleston

WV

6,728,492

Irwin Financial Corporation

Columbus

IN

6,646,524

Texas Regional Bancshares, Inc.

McAllen

TX

6,588,319

Chittenden Corporation

Burlington

VT

6,464,670

Headquarters

Institution

Asset Size as

of 12/31/05

Peer Group 1 ($5 billion - $15 billion)

(in $000s)

Cathay General Bancorp, Inc.

Los Angeles

CA

6,373,313

Provident Bankshares Corporation

Baltimore

MD

6,354,952

Republic Bancorp Inc.

Owosso

MI

6,081,766

First Commonwealth Financial Corp.

Indiana

PA

6,026,320

Hancock Holding Company

Gulfport

MS

5,950,187

Alabama National BanCorporation

Birmingham

AL

5,931,673

United Community Banks, Inc.

Blairsville

GA

5,865,756

MB Financial, Inc.

Chicago

IL

5,714,131

F.N.B. Corporation

Hermitage

PA

5,590,326

SVB Financial Group

Santa Clara

CA

5,541,715

Park National Corporation

Newark

OH

5,436,048

CVB Financial Corp.

Ontario

CA

5,422,971

Umpqua Holdings Corporation

Portland

OR

5,360,639

AMCORE Financial, Inc.

Rockford

IL

5,344,902

Central Pacific Financial Corp.

Honolulu

HI

5,239,139

Westamerica Bancorporation

San Rafael

CA

5,149,209

Boston Private Financial Holdings, Inc.

Boston

MA

5,134,065

Peer Group 2 ($15 billion - $40 billion)

(in $000s)

Associated Banc-Corp

Green Bay

WI

22,100,082

BOK Financial Corporation

Tulsa

OK

16,252,907

Colonial BancGroup, Inc.

Montgomery

AL

21,426,197

Commerce Bancorp, Inc.

Cherry Hill

NJ

38,466,037

Compass Bancshares, Inc.

Birmingham

AL

30,798,232

First Horizon National Corporation

Memphis

TN

36,579,061

Huntington Bancshares Incorporated

Columbus

OH

32,764,805

Mellon Financial Corporation

Pittsburgh

PA

38,678,000

Mercantile Bankshares Corporation

Baltimore

MD

16,421,729

Sky Financial Group, Inc.

Bowling Green

OH

15,683,291

Synovus Financial Corp.

Columbus

GA

27,626,723

TD Banknorth Inc.

Portland

ME

32,095,353

Webster Financial Corporation

Waterbury

CT

17,824,391

Headquarters

17

Dividend Payout Ratio Comparison

59.40%

32.81%

43.85%

53.80%

34.07%

36.00%

54.60%

34.52%

36.65%

57.05%

37.28%

38.40%

58.00%

39.10%

40.79%

0.00%

10.00%

20.00%

30.00%

40.00%

50.00%

60.00%

70.00%

2001

2002

2003

2004

2005

Valley

Peer Group 1

Peer Group 2

18

Actual Valley Dividends

Paid vs. Peer Group Proforma

135.2

80.3

154.6

83.2

153.4

83.8

154.4

88.1

163.4

94.8

0.0

20.0

40.0

60.0

80.0

100.0

120.0

140.0

160.0

180.0

2001

2002

2003

2004

2005

Valley Net Income

Valley Payout

Peer Group 1

Peer Group 2

19

.16

.21

.23

.25

.26

.26

.27

.30

.36

.40

.42

.47

.53

.59

.64

.67

.72

.76

.80

.83

86

87

88

89

90

91

92

93

94

95

96

97

98

99

00

01

02

03

04

05

Annual Dividend paid, adjusted for stock splits and stock

dividends.

Current annual rate is $0.86 per share

Dividend Growth Per Share

20

Total Returns –

3/31/96 –

3/31/06*

203.45%

70.38%

139.90%

26.37%

135.67%

21.46%

0%

50%

100%

150%

200%

250%

Valley

Russell 1000 Index

S&P Index

10 Years

5 Years

11.73%

Annual

*Source-

Bloomberg

11.23%

Annual

9.13%

Annual

4.79%

Annual

8.94%

Annual

3.96%

Annual

21

For More Information

Log onto our web site:   www.valleynationalbank.com

Visit our kids site:

www.vnbkids.com

E-mail requests to:   dgrenz@valleynationalbank.com

Call Shareholder Relations at: (973) 305-3380

Write to:  Valley National Bank

1455 Valley Road

Wayne, New Jersey 07470

Attn:     Dianne M. Grenz, Senior Vice President

Director of Shareholder & Public Relations

Log onto our website above or www.sec.gov to obtain free

copies

of documents filed by Valley with the SEC