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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SMITH PHILIP W III   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) (Last) (First) (Middle) 190 MAIN STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/12/2006 (Street) GLADSTONE, NJ 07934 4. If Amendment, Date 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 (City) (State) (Zip) 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 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 Common Stock 01/12/2006   F   1,345 D $ 27.73 21,776.2864 (1) D   Common Stock 01/12/2006   M   1,892 A $ 17.53 23,668.2864 D   Common Stock 01/12/2006   M   265 A $ 15.68 23,933.2864 D   Common Stock               6,756.8405 (6) I Spouse Common Stock               648.5872 (7) I Child Common Stock               638.0579 (8) I Child

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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 Underlying Securities (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 (right to buy)

$ 17.53

01/12/2006

M

1,892

(4)

04/28/2008

Common Stock

1,892

(2)

3,785

D

Stock Option (right to buy)

$ 15.68

01/12/2006

M

265

(3)

03/08/2010

Common Stock

265

(2)

1,590

D

Stock Option (right to buy)

$ 28.89

(5)

01/09/2014

Common Stock

11,000

11,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SMITH PHILIP W III 190 MAIN STREET GLADSTONE, NJ 07934	X

Signatures

Philip W. Smith III		01/17/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person received 117.9820 shares through dividend reinvestment on November 1, 2005.
(2)	Option grant has no purchase or sale price.
(3)	The options were exercisable in five equal annual installments on March 8, 2002, 2003, 2004, 2005 and 2006.
(4)	The options were exercisable in five equal annual installments on April 28, 1999, 2000, 2001, 2002 and 2003.
(5)	The options were exercisable in five equal annual installments on January 9, 2005, 2006, 2007, 2008 and 2009. On December 8, 2005, the Compensation Committee of the Board of Directors of Peapack-Gladstone Financial Corporation authorized the accelerated vesting of the remaining options.
(6)	The reporting person's spouse received a total of 14.5676 shares through dividend reinvestment on November 1, 2005.
(7)	The reporting person's child received a total of 3.3096 shares through dividend reinvestment on November 1, 2005.
(8)	The reporting person's child received a total of 1.8984 shares through dividend reinvestment on November 1, 2005.

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