As filed with the Securities and Exchange Commission on January 18, 2001
                                                 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 Identification No.)
 incorporation or organization)


                                1455 Valley Road
                             Wayne, New Jersey 07470
                             -----------------------
    (Address, including zip code of registrant's principal executive offices)

                           EMPLOYEE STOCK OPTION PLAN
                 (Formerly plan of Merchants New York Bancorp)
                 ------------------------------------------------
                            (Full title of the Plan)

                                Gerald H. Lipkin,
                             Chairman, President and
                             Chief Executive Officer
                             Valley National Bancorp
                                1455 Valley Road
                             Wayne, New Jersey 07470
                                 (973) 305-8800
                                 --------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                            Michael W. Zelenty, Esq.
                        Pitney, Hardin, Kipp & Szuch, LLP
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-8263


<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           Offering price       Aggregate offering          Amount of
    to be registered         Registered (1)          per share (2)             Price (2)          Registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                         <C>                          <C>                  <C>                       <C>
Common Stock, no par        78,502 shares                $29.19               $2,291,473.38             $572.87
value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

</TABLE>


(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated  above,  such  indeterminable  number of shares of Common
Stock as may  become  subject  to the  Plan  as a  result  of the  anti-dilution
provisions thereof.

(2)  Estimated  in  accordance  with  Rule  457(h)(1)  solely  for  purposes  of
calculating  the  registration  fee based  upon the  average of the high and low
sales  price of the Common  Stock on the NYSE on January 16, 2001 as reported in
The Wall Street Journal.

<PAGE>


                                     PART I
             INFORMATION REQUIREMENT 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 (the "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, 1999.

    2.   The  Company's  Quarterly  Report on Form 10-Q for the  quarters  ended
         March 31, 2000, June 30, 2000, and September 30, 2000.

    3.   The Company's  Current Reports on Form 8-K filed with the Commission on
         April 7, May 31, July 7,  September  21,  October  20, and  December 1,
         2000.

    4.   The  description  of  the  Company's  common  stock  contained  in  the
         Registration  Statement  on Form 8-A filed by the  Company  pursuant to
         Section 12 of the Securities Exchange Act of 1934, and any amendment or
         report filed for the purpose of updating such description.

         In addition,  all  documents  filed by the Company  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
         --------------------------------------

         Certain  legal  matters  relating to the  issuance of the shares of the
Company's  Common Stock offered hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch, LLP, counsel to the Company.  Attorneys in the law firm of Pitney,
Hardin,  Kipp & Szuch, LLP beneficially own 7,894 shares of the Company's
Common Stock as of January 17, 2001.

         The consolidated financial statements of the Company as of December 31,
1999 and 1998 and for each of the years in the three year period ended  December
31,  1999  incorporated  by  reference  herein,  have been  audited by KPMG LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto,  and are included herein in reliance upon the authority of such firm as
experts in accounting and auditing.

<PAGE>

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

                  Indemnification.   Article  VI  of  Valley's   certificate  of
incorporation  provides  that  Valley  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  Valley to purchase  insurance on behalf of any of the
persons  enumerated  against any liability  whether or not Valley 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   VII  of   Valley's   certificate   of
incorporation 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
in 1987.



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

         Not applicable.

ITEM 8   Exhibits
         --------

         Exhibit 5       Opinion Letter of Pitney, Hardin, Kipp & Szuch, LLP
                         regarding legality of securities

         Exhibit 23.1    Consent of KPMG LLP

         Exhibit 23.2    Consent of Pitney, Hardin, Kipp & Szuch, LLP
                         (contained in the opinion included as Exhibit 5)

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 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 the  purpose  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  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 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.

   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>



                                    SIGNATURE

     Pursuant to the  requirements 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 January 18, 2001.

                                       VALLEY NATIONAL BANCORP

                                           GERALD H. LIPKIN
                                       By: ____________________________________
                                           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 and Chief
Gerald H. Lipkin                                Executive Officer and Director              January 18, 2001



PETER SOUTHWAY                                  Vice Chairman (Principal Financial          January 18, 2001
-------------------------------------------     Officer) and Director
Peter Southway



ALAN D. ESKOW                                   Executive Vice President and Chief          January 18, 2001
-------------------------------------------     Financial Officer
Alan D. Eskow                                   (Principal Accounting Officer)



                                                              Director                      January 18, 2001
-------------------------------------------
Andrew B. Abramson



                                                              Director                      January 18, 2001
-------------------------------------------
Pamela Bronander



JOSEPH COCCIA, JR.                                           Director                      January 18, 2001
-------------------------------------------
Joseph Coccia, Jr.



HAROLD P. COOK                                                Director                      January 18, 2001
-------------------------------------------
Harold P. Cook, III


AUSTIN C. DRUKKER
-------------------------------------------
Austin C. Drukker                                             Director                      January 18, 2001


GRAHAM O. JONES
-------------------------------------------
Graham O. Jones                                               Director                      January 18, 2001



WALTER H. JONES                                              Director                      January 18, 2001
-------------------------------------------
Walter H. Jones, III



GERALD KORDE                                                  Director                      January 18, 2001
-------------------------------------------
Gerald Korde



JOLEEN MARTIN                                                 Director                      January 18, 2001
-------------------------------------------
Joleen Martin



ROBERT E. McENTEE                                             Director                      January 18, 2001
-------------------------------------------
Robert E. McEntee



RICHARD S. MILLER                                             Director                      January 18, 2001
-------------------------------------------
Richard S. Miller



ROBERT RACHESKY                                               Director                      January 18, 2001
-------------------------------------------
Robert Rachesky



BARNETT RUKIN                                                 Director                      January 18, 2001
-------------------------------------------
Barnett Rukin



RICHARD F. TICE                                               Director                      January 18, 2001
-------------------------------------------
Richard F. Tice



LEONARD J. VORCHEIMER                                         Director                      January 18, 2001
-------------------------------------------
Leonard J. Vorcheimer



JOSEPH L. VOZZA                                               Director                      January 18, 2001
-------------------------------------------
Joseph L. Vozza


</TABLE>


<PAGE>



                                INDEX TO EXHIBITS


Exhibit 5         Opinion Letter of Pitney, Hardin, Kipp & Szuch, LLP regarding
                  legality of securities

Exhibit 23.1      Consent of KPMG LLP

Exhibit 23.2      Consent of Pitney, Hardin, Kipp & Szuch, LLP
                  (contained in the opinion included as Exhibit 5)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 21288}]
{"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": "333-53888", "film-number": "1510910"}, "business-address": {"street1": "1455 VALLEY RD", "city": "WAYNE", "state": "NJ", "zip": "07470", "phone": "9733058800"}, "mail-address": {"street1": "1455 VALLEY RD", "city": "WAYNE", "state": "NJ", "zip": "07470"}}
As filed with the Securities and Exchange Commission on January 18, 2001
                                                 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 Identification No.)
 incorporation or organization)

                                1455 Valley Road
                             Wayne, New Jersey 07470
                             -----------------------
    (Address, including zip code of registrant's principal executive offices)

                           EMPLOYEE STOCK OPTION PLAN
                 (Formerly plan of Merchants New York Bancorp)
                 ------------------------------------------------
                            (Full title of the Plan)

                                Gerald H. Lipkin,
                             Chairman, President and
                             Chief Executive Officer
                             Valley National Bancorp
                                1455 Valley Road
                             Wayne, New Jersey 07470
                                 (973) 305-8800
                                 --------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                                     -------
                                 With a Copy to:
                            Michael W. Zelenty, Esq.
                        Pitney, Hardin, Kipp & Szuch, LLP
                                  P.O. Box 1945
                          Morristown, New Jersey 07962
                                 (973) 966-8263
CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           Offering price       Aggregate offering          Amount of
    to be registered         Registered (1)          per share (2)             Price (2)          Registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, no par        78,502 shares                $29.19               $2,291,473.38             $572.87
value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) This Registration Statement also covers, in addition to the number of shares
of Common Stock stated  above,  such  indeterminable  number of shares of Common
Stock as may  become  subject  to the  Plan  as a  result  of the  anti-dilution
provisions thereof.

(2)  Estimated  in  accordance  with  Rule  457(h)(1)  solely  for  purposes  of
calculating  the  registration  fee based  upon the  average of the high and low
sales  price of the Common  Stock on the NYSE on January 16, 2001 as reported in
The Wall Street Journal.
PART I
             INFORMATION REQUIREMENT 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 (the "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, 1999.

    2.   The  Company's  Quarterly  Report on Form 10-Q for the  quarters  ended
         March 31, 2000, June 30, 2000, and September 30, 2000.

    3.   The Company's  Current Reports on Form 8-K filed with the Commission on
         April 7, May 31, July 7,  September  21,  October  20, and  December 1,
         2000.

    4.   The  description  of  the  Company's  common  stock  contained  in  the
         Registration  Statement  on Form 8-A filed by the  Company  pursuant to
         Section 12 of the Securities Exchange Act of 1934, and any amendment or
         report filed for the purpose of updating such description.

         In addition,  all  documents  filed by the Company  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
         --------------------------------------

         Certain  legal  matters  relating to the  issuance of the shares of the
Company's  Common Stock offered hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch, LLP, counsel to the Company.  Attorneys in the law firm of Pitney,
Hardin,  Kipp & Szuch, LLP beneficially own 7,894 shares of the Company's
Common Stock as of January 17, 2001.

         The consolidated financial statements of the Company as of December 31,
1999 and 1998 and for each of the years in the three year period ended  December
31,  1999  incorporated  by  reference  herein,  have been  audited by KPMG LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto,  and are included herein in reliance upon the authority of such firm as
experts in accounting and auditing.
ITEM 6   Indemnification of Directors and Officers
         -----------------------------------------

                  Indemnification.   Article  VI  of  Valley's   certificate  of
incorporation  provides  that  Valley  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  Valley to purchase  insurance on behalf of any of the
persons  enumerated  against any liability  whether or not Valley 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   VII  of   Valley's   certificate   of
incorporation 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
in 1987.

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

         Not applicable.

ITEM 8   Exhibits
         --------

         Exhibit 5       Opinion Letter of Pitney, Hardin, Kipp & Szuch, LLP
                         regarding legality of securities

         Exhibit 23.1    Consent of KPMG LLP

         Exhibit 23.2    Consent of Pitney, Hardin, Kipp & Szuch, LLP
                         (contained in the opinion included as Exhibit 5)

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 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 the  purpose  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  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 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.

   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.
SIGNATURE

     Pursuant to the  requirements 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 January 18, 2001.

                                       VALLEY NATIONAL BANCORP

                                           GERALD H. LIPKIN
                                       By: ____________________________________
                                           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 and Chief
Gerald H. Lipkin                                Executive Officer and Director              January 18, 2001

PETER SOUTHWAY                                  Vice Chairman (Principal Financial          January 18, 2001
-------------------------------------------     Officer) and Director
Peter Southway

ALAN D. ESKOW                                   Executive Vice President and Chief          January 18, 2001
-------------------------------------------     Financial Officer
Alan D. Eskow                                   (Principal Accounting Officer)

                                                              Director                      January 18, 2001
-------------------------------------------
Andrew B. Abramson

                                                              Director                      January 18, 2001
-------------------------------------------
Pamela Bronander

JOSEPH COCCIA, JR.                                           Director                      January 18, 2001
-------------------------------------------
Joseph Coccia, Jr.

HAROLD P. COOK                                                Director                      January 18, 2001
-------------------------------------------
Harold P. Cook, III

AUSTIN C. DRUKKER
-------------------------------------------
Austin C. Drukker                                             Director                      January 18, 2001

GRAHAM O. JONES
-------------------------------------------
Graham O. Jones                                               Director                      January 18, 2001

WALTER H. JONES                                              Director                      January 18, 2001
-------------------------------------------
Walter H. Jones, III

GERALD KORDE                                                  Director                      January 18, 2001
-------------------------------------------
Gerald Korde

JOLEEN MARTIN                                                 Director                      January 18, 2001
-------------------------------------------
Joleen Martin

ROBERT E. McENTEE                                             Director                      January 18, 2001
-------------------------------------------
Robert E. McEntee

RICHARD S. MILLER                                             Director                      January 18, 2001
-------------------------------------------
Richard S. Miller

ROBERT RACHESKY                                               Director                      January 18, 2001
-------------------------------------------
Robert Rachesky

BARNETT RUKIN                                                 Director                      January 18, 2001
-------------------------------------------
Barnett Rukin

RICHARD F. TICE                                               Director                      January 18, 2001
-------------------------------------------
Richard F. Tice

LEONARD J. VORCHEIMER                                         Director                      January 18, 2001
-------------------------------------------
Leonard J. Vorcheimer

JOSEPH L. VOZZA                                               Director                      January 18, 2001
-------------------------------------------
Joseph L. Vozza
INDEX TO EXHIBITS

Exhibit 5         Opinion Letter of Pitney, Hardin, Kipp & Szuch, LLP regarding
                  legality of securities

Exhibit 23.1      Consent of KPMG LLP

Exhibit 23.2      Consent of Pitney, Hardin, Kipp & Szuch, LLP
                  (contained in the opinion included as Exhibit 5)