Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * LIPKIN GERALD H	2. Issuer Name and Ticker or Trading Symbol VALLEY NATIONAL BANCORP [ VLY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chairman, President and CEO
(Last)          (First)          (Middle) 1455 VALLEY ROAD	3. Date of Earliest Transaction (MM/DD/YYYY) 6/19/2015
(Street) WAYNE, NJ 07470- (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Preferred Stock (Roth IRA)	6/19/2015		P		1200   (1)	A	$25	1200	D
Preferred Stock (Roth IRA with Spouse)	6/19/2015		P		2750   (1)	A	$25	2750	I	Wife
Preferred Stock	6/19/2015		P		2000   (1)	A	$25	2000	I	Wife
Common Stock								324760	I	Wife
Common Stock								499368	D
Common Stock (401k Plan)   (2)								51	D
Common Stock								6946	I	Spouse - Roth IRA
Common Stock (Roth IRA)								68889	D
Common Stock (with Spouse)								154	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option/NQ	$11.91							11/15/2011	11/15/2020	Common Stock	44016.0		44016	D
Stock Options	$17.23							2/15/2007	2/15/2016	Common Stock	35178.0		35178	D
Stock Options	$18.1							2/26/2005	2/26/2014	Common Stock	31026.0		31026	D
Stock Options	$19.36							2/13/2008	2/13/2017	Common Stock	46904.0		46904	D
Stock Options	$14.65							2/12/2009	2/12/2018	Common Stock	44671.0		44671	D
Stock Options	$18.13							2/8/2006	2/8/2015	Common Stock	29551.0		29551	D

Explanation of Responses:
( 1)	Purchase of Valley National Bancorp Series A Non-Cumulative Perpetual Preferred Stock in connection with Valley's public offering.
( 2)	Holdings under the Valley 401K Plan has been updated to reflect reporting person's balance in the Plan.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LIPKIN GERALD H 1455 VALLEY ROAD WAYNE, NJ 07470-	X		Chairman, President and CEO

Signatures
/s/ GERALD H. LIPKIN		6/22/2015
** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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