As filed with the Securities and Exchange Commission on September 29, 1997
                                                       Registration No. 333-

                       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                                           22-2477875
--------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          (Identification No.)

                                1455 VALLEY ROAD
                             WAYNE, NEW JERSEY 07470
--------------------------------------------------------------------------------
    (Address, including zip code of registrant's principal executive offices)

                              VALLEY NATIONAL BANK
                           SAVINGS AND INVESTMENT PLAN
                           ---------------------------
                            (Full title of the Plan)

        GERALD H. LIPKIN, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             VALLEY NATIONAL BANCORP
                                1455 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
<TABLE>
<CAPTION>
<S>                      <C>                    <C>                    <C>                     <C>
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
  Title of securities        Amount to be         Proposed maximum        Proposed maximum           Amount of
   to be registered          registered(1)         offering price        aggregate offering      registration fee
                                                      per share                price
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Interests in the                  (1)                    N/A                    N/A                     N/A
Valley National Bank
Savings & Investment
Plan
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>



--------
                         (1) Pursuant to Rule 416(c) under the Securities Act of
                         1933,   this    registration    statement   covers   an
                         indeterminate amount of interests to be offered or sold
                         pursuant to the employee benefit plan described herein.


<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")
or the Valley  National Bank Savings and  Investment  Plan (the "Plan") with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

    1.   The  Company's  1996  Annual  Report  on Form  10-K for the year  ended
         December 31, 1996; and

    2.   The  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
         March 31, 1997 and June 30, 1997.

    3.   The Company's  current Reports on Form 8-K filed with the Commission on
         February 28, 1997 and April 2, 1997.

    4.   The Plan's Annual Report on  Form 11-K  for  the  9 month  period ended
         December 31, 1996.

         In addition,  all documents  filed by the Company and the Plan pursuant
to Section 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
         --------------------------------------

         The consolidated financial statements of the Company as of December 31,
1996 and 1995 and for each of the years in the three year period ended  December
31, 1996,  included in the Company's Annual Report on Form 10-K and incorporated
by reference  herein,  have been  audited by KPMG Peat Marwick LLP,  independent
public  accountants,  as indicated in their report dated January 22, 1997,  with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.

ITEM 6   Indemnification of Directors and Officers
         -----------------------------------------

         INDEMNIFICATION.  Article VI of the certificate of incorporation of the
Company  provides that the  corporation  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.

         LIMITATION   ON   LIABILITY.   Article  VII  of  the   certificate   of
incorporation of the Company 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 the Company in 1987.

ITEM 7   Exemption from Registration Claimed
         -----------------------------------

         Not applicable.

ITEM 8   Exhibits
         --------

 5    Opinion of Pitney, Hardin, Kipp & Szuch.

23(a) Consent of KPMG Peat Marwick LLP.

23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5).

99    Valley National Bank Savings and Investment Plan Summary Plan Description.

           Undertaking  number  2 of  Item 9 below  is  hereby  incorporated  by
reference in this Item 8.

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  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.

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

    2.   The undersigned registrant hereby undertakes to submit the plan and any
         amendments  thereto to the Internal Revenue Service ("IRS") in a timely
         manner and to make all changes  required by the IRS in order to qualify
         the Plan under  section 401 of the internal  Revenue  Code of 1986,  as
         amended to date.

    3.   The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities 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 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated  by  reference  in this  Registration  Statement  shall be
         deemed 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.

    4.   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  requirement  of the Securities Act of 1933, 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 Township of Wayne,  State of New Jersey,  on  September  16,
1997.

                                            VALLEY NATIONAL BANCORP

                                        By: GERALD H. LIPKIN
                                           _____________________________________
                                           Gerald H. Lipkin, Chairman, President
                                             and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                  Signature                                     Title                             Date

<S>                                                <C>                                     <C>            
GERALD H. LIPKIN
--------------------------------                     Chairman, President, Chief            September 16, 1997
Gerald H. Lipkin                                   Executive Officer and Director
                                                   (Principal Executive Officer)
PETER SOUTHWAY
--------------------------------                           Vice Chairman                   September 16, 1997
Peter Southway                                              and Director

ALAN D. ESKOW
--------------------------------                      Corporate Secretary and              September --, 1997
Alan D. Eskow                                          Senior Vice President
                                                   (Principal Accounting Officer)
ANDREW B. ABRAMSON
--------------------------------                              Director                     September 16, 1997
Andrew B. Abramson

PAMELA BRONANDER
--------------------------------                              Director                     September 16, 1997
Pamela Bronander

JOSEPH COCCIA, JR.                                            Director                     September 16, 1997
--------------------------------
Joseph Coccia, Jr.

AUSTIN C. DRUKKER                                             Director                     September 16, 1997
--------------------------------
Austin C. Drukker

WILLARD L. HEDDEN                                            Director                      September 16, 1997
--------------------------------
Willard L. Hedden

GRAHAM O. JONES                                               Director                     September 16, 1997
--------------------------------
Graham O. Jones

WALTER H. JONES, III                                          Director                     September 16, 1997
--------------------------------
Walter H. Jones, III


<PAGE>


GERALD KORDE                                                  Director                     September 16, 1997
--------------------------------
Gerald Korde

JOLEEN J. MARTIN                                              Director                     September 16, 1997
--------------------------------
Joleen J. Martin

ROBERT E. MCENTEE                                             Director                     September 16, 1997
--------------------------------
Robert E. McEntee

WILLIAM MCNEAR                                                Director                     September 16, 1997
--------------------------------
William McNear

SAM P. PINYUH                                                 Director                     September 16, 1997
--------------------------------
Sam P. Pinyuh

ROBERT RACHESKY                                               Director                     September 16, 1997
--------------------------------
Robert Rachesky

BARNETT RUKIN                                                 Director                     September 16, 1997
--------------------------------
Barnett Rukin

RICHARD F. TICE                                               Director                     September 16, 1997
--------------------------------
Richard F. Tice

LEONARD VORCHEIMER                                            Director                     September 16, 1997
--------------------------------
Leonard Vorcheimer

JOSEPH L. VOZZA                                               Director                     September 16, 1997
--------------------------------
Joseph L. Vozza

</TABLE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities Act of 1933, the Plan
administrators  have duly caused  this  Registration  Statement  to be signed on
their behalf by the undersigned,  thereunto duly authorized,  in the Township of
Wayne State of New Jersey, September 23, 1997.


                VALLEY NATIONAL BANK SAVINGS AND INVESTMENT PLAN


                                                By:  BILL HIGLEY
                                                     ---------------------------
                                                     Plan Administrator



<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.          Description
-----------          ------------

Exhibit 5      Opinion of Pitney, Hardin, Kipp & Szuch.

Exhibit 23(a)  Consent of KPMG Peat Marwick LLP.

Exhibit 23(b)  Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5).

Exhibit 99     Valley  National Bank Savings and Investment  Plan Summary Plan
               Description.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21760}]
{"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": "333-36667", "film-number": "97687820"}, "business-address": {"street1": "1445 VALLEY RD", "city": "WAYNE", "state": "NJ", "zip": "07474", "phone": "2013058800"}, "mail-address": {"street1": "1445 VALLEY RD", "city": "WAYNE", "state": "NJ", "zip": "07474-0558"}}
As filed with the Securities and Exchange Commission on September 29, 1997
                                                       Registration No. 333-

                       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                                           22-2477875
--------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          (Identification No.)

                                1455 VALLEY ROAD
                             WAYNE, NEW JERSEY 07470
--------------------------------------------------------------------------------
    (Address, including zip code of registrant's principal executive offices)

                              VALLEY NATIONAL BANK
                           SAVINGS AND INVESTMENT PLAN
                           ---------------------------
                            (Full title of the Plan)

        GERALD H. LIPKIN, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             VALLEY NATIONAL BANCORP
                                1455 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 securities        Amount to be         Proposed maximum        Proposed maximum           Amount of
   to be registered          registered(1)         offering price        aggregate offering      registration fee
                                                      per share                price
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Interests in the                  (1)                    N/A                    N/A                     N/A
Valley National Bank
Savings & Investment
Plan
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
--------
                         (1) Pursuant to Rule 416(c) under the Securities Act of
                         1933,   this    registration    statement   covers   an
                         indeterminate amount of interests to be offered or sold
                         pursuant to the employee benefit plan described herein.
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")
or the Valley  National Bank Savings and  Investment  Plan (the "Plan") with the
Securities  and Exchange  Commission  (the  "Commission")  are  incorporated  by
reference in this Registration Statement:

    1.   The  Company's  1996  Annual  Report  on Form  10-K for the year  ended
         December 31, 1996; and

    2.   The  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
         March 31, 1997 and June 30, 1997.

    3.   The Company's  current Reports on Form 8-K filed with the Commission on
         February 28, 1997 and April 2, 1997.

    4.   The Plan's Annual Report on  Form 11-K  for  the  9 month  period ended
         December 31, 1996.

         In addition,  all documents  filed by the Company and the Plan pursuant
to Section 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
         --------------------------------------

         The consolidated financial statements of the Company as of December 31,
1996 and 1995 and for each of the years in the three year period ended  December
31, 1996,  included in the Company's Annual Report on Form 10-K and incorporated
by reference  herein,  have been  audited by KPMG Peat Marwick LLP,  independent
public  accountants,  as indicated in their report dated January 22, 1997,  with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.

ITEM 6   Indemnification of Directors and Officers
         -----------------------------------------

         INDEMNIFICATION.  Article VI of the certificate of incorporation of the
Company  provides that the  corporation  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.

         LIMITATION   ON   LIABILITY.   Article  VII  of  the   certificate   of
incorporation of the Company 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 the Company in 1987.

ITEM 7   Exemption from Registration Claimed
         -----------------------------------

         Not applicable.

ITEM 8   Exhibits
         --------

 5    Opinion of Pitney, Hardin, Kipp & Szuch.

23(a) Consent of KPMG Peat Marwick LLP.

23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5).

99    Valley National Bank Savings and Investment Plan Summary Plan Description.

           Undertaking  number  2 of  Item 9 below  is  hereby  incorporated  by
reference in this Item 8.

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  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.

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

    2.   The undersigned registrant hereby undertakes to submit the plan and any
         amendments  thereto to the Internal Revenue Service ("IRS") in a timely
         manner and to make all changes  required by the IRS in order to qualify
         the Plan under  section 401 of the internal  Revenue  Code of 1986,  as
         amended to date.

    3.   The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities 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 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated  by  reference  in this  Registration  Statement  shall be
         deemed 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.

    4.   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  requirement  of the Securities Act of 1933, 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 Township of Wayne,  State of New Jersey,  on  September  16,
1997.

                                            VALLEY NATIONAL BANCORP

                                        By: GERALD H. LIPKIN
                                           _____________________________________
                                           Gerald H. Lipkin, Chairman, President
                                             and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                     Title                             Date
GERALD H. LIPKIN
--------------------------------                     Chairman, President, Chief            September 16, 1997
Gerald H. Lipkin                                   Executive Officer and Director
                                                   (Principal Executive Officer)
PETER SOUTHWAY
--------------------------------                           Vice Chairman                   September 16, 1997
Peter Southway                                              and Director

ALAN D. ESKOW
--------------------------------                      Corporate Secretary and              September --, 1997
Alan D. Eskow                                          Senior Vice President
                                                   (Principal Accounting Officer)
ANDREW B. ABRAMSON
--------------------------------                              Director                     September 16, 1997
Andrew B. Abramson

PAMELA BRONANDER
--------------------------------                              Director                     September 16, 1997
Pamela Bronander

JOSEPH COCCIA, JR.                                            Director                     September 16, 1997
--------------------------------
Joseph Coccia, Jr.

AUSTIN C. DRUKKER                                             Director                     September 16, 1997
--------------------------------
Austin C. Drukker

WILLARD L. HEDDEN                                            Director                      September 16, 1997
--------------------------------
Willard L. Hedden

GRAHAM O. JONES                                               Director                     September 16, 1997
--------------------------------
Graham O. Jones

WALTER H. JONES, III                                          Director                     September 16, 1997
--------------------------------
Walter H. Jones, III
GERALD KORDE                                                  Director                     September 16, 1997
--------------------------------
Gerald Korde

JOLEEN J. MARTIN                                              Director                     September 16, 1997
--------------------------------
Joleen J. Martin

ROBERT E. MCENTEE                                             Director                     September 16, 1997
--------------------------------
Robert E. McEntee

WILLIAM MCNEAR                                                Director                     September 16, 1997
--------------------------------
William McNear

SAM P. PINYUH                                                 Director                     September 16, 1997
--------------------------------
Sam P. Pinyuh

ROBERT RACHESKY                                               Director                     September 16, 1997
--------------------------------
Robert Rachesky

BARNETT RUKIN                                                 Director                     September 16, 1997
--------------------------------
Barnett Rukin

RICHARD F. TICE                                               Director                     September 16, 1997
--------------------------------
Richard F. Tice

LEONARD VORCHEIMER                                            Director                     September 16, 1997
--------------------------------
Leonard Vorcheimer

JOSEPH L. VOZZA                                               Director                     September 16, 1997
--------------------------------
Joseph L. Vozza
SIGNATURES

         Pursuant to the  requirements  of the  Securities Act of 1933, the Plan
administrators  have duly caused  this  Registration  Statement  to be signed on
their behalf by the undersigned,  thereunto duly authorized,  in the Township of
Wayne State of New Jersey, September 23, 1997.

                VALLEY NATIONAL BANK SAVINGS AND INVESTMENT PLAN

                                                By:  BILL HIGLEY
                                                     ---------------------------
                                                     Plan Administrator
INDEX TO EXHIBITS

Exhibit No.          Description
-----------          ------------

Exhibit 5      Opinion of Pitney, Hardin, Kipp & Szuch.

Exhibit 23(a)  Consent of KPMG Peat Marwick LLP.

Exhibit 23(b)  Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5).

Exhibit 99     Valley  National Bank Savings and Investment  Plan Summary Plan
               Description.