As filed with the Securities and Exchange Commission on December
19, 1994
                                       Registration No. 33-
- -----------------------------------------------------------------
- -----------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT

                             UNDER
                   THE SECURITIES ACT OF 1933
                     ----------------------

                     VALLEY NATIONAL BANCORP
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                     ----------------------

                           NEW JERSEY
 (STATE OR OTHER JURISDICTION OF INCORPORATION OF ORGANIZATION)
                     ----------------------

                           22-2477875
               (I.R.S. EMPLOYER IDENTIFICATION NO.)
                     ----------------------

                        1445 VALLEY ROAD
                     WAYNE, NEW JERSEY 07470
                          201-305-8800
 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
    AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                     ----------------------

                1983 INCENTIVE STOCK OPTION PLAN
                1991 INCENTIVE STOCK OPTION PLAN
                    (FULL TITLE OF THE PLAN)
                     ----------------------

               GERALD H. LIPKIN, CHAIRMAN & CEO
                   VALLEY NATIONAL BANCORP
                      1445 VALLEY ROAD
                   WAYNE, NEW JERSEY 07470
                        201-305-8800
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
         INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                     ----------------------

                        WITH A COPY TO:

                     RONALD H. JANIS, ESQ.
                 PITNEY, HARDIN, KIPP & SZUCH
                         P.O. BOX 1945
                 MORRISTOWN, NEW JERSEY 07962
                        (201) 966-8263
<PAGE>
CALCULATION OF REGISTRATION FEE

<TABLE>
- -----------------------------------------------------------------
<S>       <C>       <C>           <C>        <C>
- -----------------------------------------------------------------
Title of
each class
class of
secu-               Proposed      Proposed
rities    Amount    maximum       maximum
to be     to be     offering      aggregate  Amount of
regis-    regis-    price         offering   registration
tered     tered<F1> per unit<F2>  price<F2>  fee
- -----------------------------------------------------------------
Common
Stock,
No Par
Value     24,250    $15.35        $372,164   $128
- -----------------------------------------------------------------
<FN>
<F1> This Registration Statement covers, in addition to the
number of share of Common Stock stated above, such indeterminate
number of shares as may become subject to options under the 1983
Incentive Stock Option Plan and the 1991 Incentive Stock Option
Plan (collectively, the "Plans") as a result of the anti-dilution
provisions thereof.
<F2> Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) under the Securities
Act based on the average of the exercise price of the options
exercisable for Registrant's common stock pursuant to the Plans.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1    PLAN INFORMATION

          Not filed with this Registration Statement.

ITEM 2    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
          INFORMATION

          Not filed with this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3    DOCUMENTS INCORPORATED BY REFERENCE

     The following documents filed by Valley National Bancorp
(the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:

     1.   The Company's Annual Report on Form 10-K for the year
          ended December 31, 1993.

     2.   The Company's Quarterly Reports on Form 10-Q for the
          quarters ended March 31, 1994, June 30, 1994 and
          September 30, 1994.

     3.   The Company's Current Reports on Form 8-K dated March
          25, 1994, July 11, 1994, August 30, 1994, October 19,
          1994, October 31, 1994, November 16, 1994 and December
          5, 1994.

     4.   The description of the Company's Common Stock contained
          in its current report on Form 8-A, and all subsequent
          amendments and reports that are filed updating that
          description.

     All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, hereby are
incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.

ITEM 4    DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5    INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          INDEMNIFICATION.  Article VI of the certificate of
incorporation of Valley National Bancorp provides that the corpo-
ration shall indemnify its present and former officers,
directors, employees, and agents and persons serving at its
request against expenses, including attorney's fees, judgments,
fines or amounts paid in settlement, incurred in connection with
any pending or threatened civil or criminal proceeding to the
full extent permitted by the New Jersey Business Corporation Act. 
The Article also provides that such indemnification shall not
exclude any other rights to indemnification to which a person may
otherwise be entitled, and authorizes the corporation to purchase
insurance on behalf of any of the persons enumerated against any
liability whether or not the corporation would have the power to
indemnify him under the provisions of Article VI.

     The New Jersey Business Corporation Act empowers a
corporation to indemnify a corporate agent against his expenses
and liabilities incurred in connection with any proceeding (other
than a derivative lawsuit) involving the corporate agent by
reason of his being or having been a corporate agent if (a) the
agent acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
and (b) with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his conduct was
unlawful.  For purposes of the Act, the term "corporate agent"
includes any present or former director, officer, employee or
agent of the corporation, and a person serving as a "corporate
agent" at the request of the corporation for any other
enterprise.

     With respect to any derivative action, the corporation is
empowered to indemnify a corporate agent against his expenses
(but not his liabilities) incurred in connection with any
proceeding involving the corporate agent by reason of his being
or having been a corporate agent if the agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation.  However, only the court
in which the proceeding was brought can empower a corporation to
indemnify a corporate agent against expenses with respect to any
claim, issue or matter as to which the agent was adjudged liable
for negligence or misconduct.

     The corporation may indemnify a corporate agent in a
specific case if a determination is made by any of the following
that the applicable standard of conduct was met: (i) the Board of
Directors, or a committee thereof, acting by a majority vote of a
quorum consisting of disinterested directors; (ii) by independent
legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make
the determination; or (iii) by the shareholders.

     A corporate agent is entitled to mandatory indemnification
to the extent that the agent is successful on the merits or
otherwise in any proceeding, or in defense of any claim, issue or
matter in the proceeding.  If a corporation fails or refuses to
indemnify a corporate agent, whether the indemnification is
permissive or mandatory, the agent may apply to a court to grant
him the requested indemnification.  In advance of the final
disposition of a proceeding, the corporation may pay an agent's
expenses if the agent agrees to repay the expenses unless it is
ultimately determined he is entitled to indemnification.

     EXCULPATION.  Article VIII of the certificate of incorpo-
ration of Valley National Bancorp provides:

          A director or officer of the Corporation shall not be
     personally liable to the Corporation or its shareholders
     for damages for breach of any duty owed to the Corporation
     or its shareholders, except that this provision shall not
     relieve a director or officer from liability for any breach
     of duty based upon an act or omission (i) in breach of such
     person's duty of loyalty to the Corporation or its
     shareholders, (ii) not in good faith or involving a knowing
     violation of law, or (iii) resulting in receipt by such
     person of an improper personal benefit.  If the New Jersey
     Business Corporation Act is amended after approval by the
     shareholders of this provision to authorize corporate
     action further eliminating or limiting the personal
     liability of directors or officers, then the liability of a
     director and/or officer of the Corporation shall be
     eliminated or limited to the fullest extent permitted by
     the New Jersey Business Corporation Act as so amended.

          Any repeal or modification of the foregoing paragraph
     by the shareholders of the Corporation or otherwise shall
     not adversely affect any right or protection of a director
     or officer of the Corporation existing at the time of such
     repeal or modification.

The New Jersey Business Corporation Act, as it affects
exculpation, has not been changed since the adoption of this
provision by Valley National Bancorp in 1987.

ITEM 7    EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8    EXHIBITS

     5    Opinion of Pitney, Hardin, Kipp & Szuch, as to the
          legality of the securities being registered.

    23.1  Consent of KPMG Peat Marwick LLP.

    23.2  Consent of Pitney, Hardin, Kipp & Szuch (included in
          Exhibit 5 hereto).

    99.1  1991 Incentive Stock Option Plan.

    99.2  1983 Incentive Stock Option Plan.
<PAGE>
ITEM 9    UNDERTAKINGS

     1.   The undersigned registrant hereby undertakes:

          (a)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement:

               (i)  To include any material information with
               respect to the Plan of distribution not
               previously disclosed in the Registration
               Statement or any material change to such
               information in the Registration Statement;

          (b)  That, for purposes of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new regis-
          tration statement relating to the securities offered
          therein, and the offering of such securities at that
          time shall be deemed to be the initial BONA FIDE
          offering thereof.

          (c)  To remove from registration by means of a post-
          effective amendment any of the securities being regis-
          tered which remain unsold at the termination of the
          offering.

     2.   The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securi-
          ties Act of 1933, each filing of the registrant's
          annual report pursuant to Section 13(a) or Section
          15(d) of the Securities Exchange Act of 1934 that is
          incorporated by reference in this Registration
          Statement shall be deeded to be a new registration
          statement relating to the securities offered therein,
          and the offering of such securities at that time shall
          be deemed to be the initial BONA FIDE offering thereof.

     3.   Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to
          directors, officers and controlling persons of the
          registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed
          in the Act and is, therefore unenforceable.  In the
          event that a claim for indemnification against such
          liabilities (other than the payment by the registrant
          of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted
          by such director, officer or controlling person in
          connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel
          the matter has been settled by controlling precedent,
          submit to a court of appropriate jurisdiction the
          question whether such indemnification by it is against
          public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.
<PAGE>
SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Wayne, State of New Jersey, on the
13th day of December, 1994.


                         VALLEY NATIONAL BANCORP

                         By: /s/ GERALD H. LIPKIN
                             Chairman & Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURE                TITLE               DATE
<C>                      <S>                 <C>

/s/ GERALD H. LIPKIN     Chairman of the     December 13, 1994
- ------------------------ Board and Director
Gerald H. Lipkin         (Chief Executive
                         Officer)

/s/ PETER SOUTHWAY       President and       December 13, 1994
- ------------------------ Chief Operating
Peter Southway           Officer (Princi-
                         pal Financial
                         Officer and
                         Director

/s/ ALAN D. ESKOW        Corporate Secre-    December 13, 1994
- ------------------------ tary and Senior
Alan D. Eskow            Vice President
                         (Principal
                         Accounting
                         Officer)

/s/ PAMELA BRONANDER     Director            December 13, 1994
- ------------------------
Pamela Bronander

/s/ JOSEPH COCCIA, JR.   Director            December 13, 1994
- ------------------------
Joseph Coccia, Jr.

/s/ AUSTON C. DRUKKER    Director            December 13, 1994
- ------------------------
Austin C. Drukker

/s/ THOMAS P. INFUSINO   Director            December 13, 1994
- ------------------------
Thomas P. Infusino

/s/ GERALD KORDE         Director            December 13, 1994
- ------------------------
Gerald Korde

/s/ ROBERT L. MARCALUS   Director            December 13, 1994
- ------------------------
Robert L. Marcalus

                         Director            December 13, 1994
- ------------------------
Robert E. McEntee

/s/ SAM P. PINYUH        Director            December 13, 1994
- ------------------------
Sam P. Pinyuh

/s/ RUBIN RABINOWITZ     Director            December 13, 1994
- ------------------------
Rubin Rabinowitz

/s/ ROBERT RACHESKY      Director            December 13, 1994
- ------------------------
Robert Rachesky

/s/ BARNETT RUKIN        Director            December 13, 1994
- ------------------------
Barnett Rukin

/s/ RICHARD F. TICE      Director            December 13, 1994
- ------------------------
Richard F. Tice

/s/ LEONARD J.           Director            December 13, 1994
    VORCHEIMER
- ------------------------
Leonard J. Vorcheimer

/s/ JOSEPH L. VOZZA      Director            December 13, 1994
- ------------------------
Joseph L. Vozza

/s/ ANDREW ABRAMSON      Director            December 13, 1994
- ------------------------
Andrew Abramson

</TABLE>
<PAGE>
INDEX TO EXHIBITS


Exhibit 5
     Opinion of Pitney, Hardin, Kipp & Szuch

Exhibit 23.1
     Consent of KPMG Peat Marwick LLP

Exhibit 23.2
     Consent of Pitney, Hardin, Kipp & Szuch (included in
     Exhibit 5 hereto)

Exhibit 99.1
     1991 Incentive Stock Option Plan

Exhibit 99.2
     1983 Incentive Stock Option Plan
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17520}]
{"company-data": {"conformed-name": "VALLEY NATIONAL BANCORP", "cik": "0000714310", "assigned-sic": "6021", "irs-number": "222477875", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56933", "film-number": "94565214"}, "business-address": {"street1": "1445 VALLEY RD", "city": "WAYNE", "state": "NJ", "zip": "07474", "phone": "2013058800"}}
As filed with the Securities and Exchange Commission on December
19, 1994
                                       Registration No. 33-
- -----------------------------------------------------------------
- -----------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM S-8
                     REGISTRATION STATEMENT

                             UNDER
                   THE SECURITIES ACT OF 1933
                     ----------------------

                     VALLEY NATIONAL BANCORP
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                     ----------------------

                           NEW JERSEY
 (STATE OR OTHER JURISDICTION OF INCORPORATION OF ORGANIZATION)
                     ----------------------

                           22-2477875
               (I.R.S. EMPLOYER IDENTIFICATION NO.)
                     ----------------------

                        1445 VALLEY ROAD
                     WAYNE, NEW JERSEY 07470
                          201-305-8800
 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
    AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                     ----------------------

                1983 INCENTIVE STOCK OPTION PLAN
                1991 INCENTIVE STOCK OPTION PLAN
                    (FULL TITLE OF THE PLAN)
                     ----------------------

               GERALD H. LIPKIN, CHAIRMAN & CEO
                   VALLEY NATIONAL BANCORP
                      1445 VALLEY ROAD
                   WAYNE, NEW JERSEY 07470
                        201-305-8800
 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
         INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                     ----------------------

                        WITH A COPY TO:

                     RONALD H. JANIS, ESQ.
                 PITNEY, HARDIN, KIPP & SZUCH
                         P.O. BOX 1945
                 MORRISTOWN, NEW JERSEY 07962
                        (201) 966-8263
CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------
- -----------------------------------------------------------------
Title of
each class
class of
secu-               Proposed      Proposed
rities    Amount    maximum       maximum
to be     to be     offering      aggregate  Amount of
regis-    regis-    price         offering   registration
tered     tered
per unit
price
fee
- -----------------------------------------------------------------
Common
Stock,
No Par
Value     24,250    $15.35        $372,164   $128
- -----------------------------------------------------------------
This Registration Statement covers, in addition to the
number of share of Common Stock stated above, such indeterminate
number of shares as may become subject to options under the 1983
Incentive Stock Option Plan and the 1991 Incentive Stock Option
Plan (collectively, the "Plans") as a result of the anti-dilution
provisions thereof.
Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(1) under the Securities
Act based on the average of the exercise price of the options
exercisable for Registrant's common stock pursuant to the Plans.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1    PLAN INFORMATION

          Not filed with this Registration Statement.

ITEM 2    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
          INFORMATION

          Not filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3    DOCUMENTS INCORPORATED BY REFERENCE

     The following documents filed by Valley National Bancorp
(the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement:

     1.   The Company's Annual Report on Form 10-K for the year
          ended December 31, 1993.

     2.   The Company's Quarterly Reports on Form 10-Q for the
          quarters ended March 31, 1994, June 30, 1994 and
          September 30, 1994.

     3.   The Company's Current Reports on Form 8-K dated March
          25, 1994, July 11, 1994, August 30, 1994, October 19,
          1994, October 31, 1994, November 16, 1994 and December
          5, 1994.

     4.   The description of the Company's Common Stock contained
          in its current report on Form 8-A, and all subsequent
          amendments and reports that are filed updating that
          description.

     All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, hereby are
incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.

ITEM 4    DESCRIPTION OF SECURITIES

          Not applicable.

ITEM 5    INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          INDEMNIFICATION.  Article VI of the certificate of
incorporation of Valley National Bancorp provides that the corpo-
ration shall indemnify its present and former officers,
directors, employees, and agents and persons serving at its
request against expenses, including attorney's fees, judgments,
fines or amounts paid in settlement, incurred in connection with
any pending or threatened civil or criminal proceeding to the
full extent permitted by the New Jersey Business Corporation Act. 
The Article also provides that such indemnification shall not
exclude any other rights to indemnification to which a person may
otherwise be entitled, and authorizes the corporation to purchase
insurance on behalf of any of the persons enumerated against any
liability whether or not the corporation would have the power to
indemnify him under the provisions of Article VI.

     The New Jersey Business Corporation Act empowers a
corporation to indemnify a corporate agent against his expenses
and liabilities incurred in connection with any proceeding (other
than a derivative lawsuit) involving the corporate agent by
reason of his being or having been a corporate agent if (a) the
agent acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation,
and (b) with respect to any criminal proceeding, the corporate
agent had no reasonable cause to believe his conduct was
unlawful.  For purposes of the Act, the term "corporate agent"
includes any present or former director, officer, employee or
agent of the corporation, and a person serving as a "corporate
agent" at the request of the corporation for any other
enterprise.

     With respect to any derivative action, the corporation is
empowered to indemnify a corporate agent against his expenses
(but not his liabilities) incurred in connection with any
proceeding involving the corporate agent by reason of his being
or having been a corporate agent if the agent acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation.  However, only the court
in which the proceeding was brought can empower a corporation to
indemnify a corporate agent against expenses with respect to any
claim, issue or matter as to which the agent was adjudged liable
for negligence or misconduct.

     The corporation may indemnify a corporate agent in a
specific case if a determination is made by any of the following
that the applicable standard of conduct was met: (i) the Board of
Directors, or a committee thereof, acting by a majority vote of a
quorum consisting of disinterested directors; (ii) by independent
legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make
the determination; or (iii) by the shareholders.

     A corporate agent is entitled to mandatory indemnification
to the extent that the agent is successful on the merits or
otherwise in any proceeding, or in defense of any claim, issue or
matter in the proceeding.  If a corporation fails or refuses to
indemnify a corporate agent, whether the indemnification is
permissive or mandatory, the agent may apply to a court to grant
him the requested indemnification.  In advance of the final
disposition of a proceeding, the corporation may pay an agent's
expenses if the agent agrees to repay the expenses unless it is
ultimately determined he is entitled to indemnification.

     EXCULPATION.  Article VIII of the certificate of incorpo-
ration of Valley National Bancorp provides:

          A director or officer of the Corporation shall not be
     personally liable to the Corporation or its shareholders
     for damages for breach of any duty owed to the Corporation
     or its shareholders, except that this provision shall not
     relieve a director or officer from liability for any breach
     of duty based upon an act or omission (i) in breach of such
     person's duty of loyalty to the Corporation or its
     shareholders, (ii) not in good faith or involving a knowing
     violation of law, or (iii) resulting in receipt by such
     person of an improper personal benefit.  If the New Jersey
     Business Corporation Act is amended after approval by the
     shareholders of this provision to authorize corporate
     action further eliminating or limiting the personal
     liability of directors or officers, then the liability of a
     director and/or officer of the Corporation shall be
     eliminated or limited to the fullest extent permitted by
     the New Jersey Business Corporation Act as so amended.

          Any repeal or modification of the foregoing paragraph
     by the shareholders of the Corporation or otherwise shall
     not adversely affect any right or protection of a director
     or officer of the Corporation existing at the time of such
     repeal or modification.

The New Jersey Business Corporation Act, as it affects
exculpation, has not been changed since the adoption of this
provision by Valley National Bancorp in 1987.

ITEM 7    EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8    EXHIBITS

     5    Opinion of Pitney, Hardin, Kipp & Szuch, as to the
          legality of the securities being registered.

    23.1  Consent of KPMG Peat Marwick LLP.

    23.2  Consent of Pitney, Hardin, Kipp & Szuch (included in
          Exhibit 5 hereto).

    99.1  1991 Incentive Stock Option Plan.

    99.2  1983 Incentive Stock Option Plan.
ITEM 9    UNDERTAKINGS

     1.   The undersigned registrant hereby undertakes:

          (a)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement:

               (i)  To include any material information with
               respect to the Plan of distribution not
               previously disclosed in the Registration
               Statement or any material change to such
               information in the Registration Statement;

          (b)  That, for purposes of determining any liability
          under the Securities Act of 1933, each such post-
          effective amendment shall be deemed to be a new regis-
          tration statement relating to the securities offered
          therein, and the offering of such securities at that
          time shall be deemed to be the initial BONA FIDE
          offering thereof.

          (c)  To remove from registration by means of a post-
          effective amendment any of the securities being regis-
          tered which remain unsold at the termination of the
          offering.

     2.   The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Securi-
          ties Act of 1933, each filing of the registrant's
          annual report pursuant to Section 13(a) or Section
          15(d) of the Securities Exchange Act of 1934 that is
          incorporated by reference in this Registration
          Statement shall be deeded to be a new registration
          statement relating to the securities offered therein,
          and the offering of such securities at that time shall
          be deemed to be the initial BONA FIDE offering thereof.

     3.   Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to
          directors, officers and controlling persons of the
          registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed
          in the Act and is, therefore unenforceable.  In the
          event that a claim for indemnification against such
          liabilities (other than the payment by the registrant
          of expenses incurred or paid by a director, officer or
          controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted
          by such director, officer or controlling person in
          connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel
          the matter has been settled by controlling precedent,
          submit to a court of appropriate jurisdiction the
          question whether such indemnification by it is against
          public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
on Form S-8 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Wayne, State of New Jersey, on the
13th day of December, 1994.

                         VALLEY NATIONAL BANCORP

                         By: /s/ GERALD H. LIPKIN
                             Chairman & Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE                TITLE               DATE
/s/ GERALD H. LIPKIN     Chairman of the     December 13, 1994
- ------------------------ Board and Director
Gerald H. Lipkin         (Chief Executive
                         Officer)

/s/ PETER SOUTHWAY       President and       December 13, 1994
- ------------------------ Chief Operating
Peter Southway           Officer (Princi-
                         pal Financial
                         Officer and
                         Director

/s/ ALAN D. ESKOW        Corporate Secre-    December 13, 1994
- ------------------------ tary and Senior
Alan D. Eskow            Vice President
                         (Principal
                         Accounting
                         Officer)

/s/ PAMELA BRONANDER     Director            December 13, 1994
- ------------------------
Pamela Bronander

/s/ JOSEPH COCCIA, JR.   Director            December 13, 1994
- ------------------------
Joseph Coccia, Jr.

/s/ AUSTON C. DRUKKER    Director            December 13, 1994
- ------------------------
Austin C. Drukker

/s/ THOMAS P. INFUSINO   Director            December 13, 1994
- ------------------------
Thomas P. Infusino

/s/ GERALD KORDE         Director            December 13, 1994
- ------------------------
Gerald Korde

/s/ ROBERT L. MARCALUS   Director            December 13, 1994
- ------------------------
Robert L. Marcalus

                         Director            December 13, 1994
- ------------------------
Robert E. McEntee

/s/ SAM P. PINYUH        Director            December 13, 1994
- ------------------------
Sam P. Pinyuh

/s/ RUBIN RABINOWITZ     Director            December 13, 1994
- ------------------------
Rubin Rabinowitz

/s/ ROBERT RACHESKY      Director            December 13, 1994
- ------------------------
Robert Rachesky

/s/ BARNETT RUKIN        Director            December 13, 1994
- ------------------------
Barnett Rukin

/s/ RICHARD F. TICE      Director            December 13, 1994
- ------------------------
Richard F. Tice

/s/ LEONARD J.           Director            December 13, 1994
    VORCHEIMER
- ------------------------
Leonard J. Vorcheimer

/s/ JOSEPH L. VOZZA      Director            December 13, 1994
- ------------------------
Joseph L. Vozza

/s/ ANDREW ABRAMSON      Director            December 13, 1994
- ------------------------
Andrew Abramson
INDEX TO EXHIBITS

Exhibit 5
     Opinion of Pitney, Hardin, Kipp & Szuch

Exhibit 23.1
     Consent of KPMG Peat Marwick LLP

Exhibit 23.2
     Consent of Pitney, Hardin, Kipp & Szuch (included in
     Exhibit 5 hereto)

Exhibit 99.1
     1991 Incentive Stock Option Plan

Exhibit 99.2
     1983 Incentive Stock Option Plan