As filed with the Securities and Exchange Commission on June 11, 1999
                                                 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)

                         1995 EMPLOYEE STOCK OPTION PLAN
                                       and
                1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                (Formerly Plans of Ramapo Financial Corporation)
                ------------------------------------------------
                            (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
                                  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 (3)             Price (3)          Registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                         <C>                          <C>                  <C>                       <C>
Common Stock, no par        78,573 shares (2)            $27.72               $2,178,057                $606
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  Plans as a  result  of the  anti-dilution
provisions thereof.

(2) Of the  78,573  shares  to be  registered  hereby,  9,907  shares  are being
registered  for issuance  under the 1995  Employee  Stock Option Plan and 68,666
shares are being  registered  for issuance  under the 1995 Stock Option Plan for
Nonemployee Directors.

(3)  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 June 8, 1999 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, 1998

    2.   The  Company's  Quarterly  Report on Form 10-Q for the  quarters  ended
         March 31, 1999.

    3.   The Company's  Current Reports on Form 8-K filed with the Commission on
         April 9 and April 30, 1999.

    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,  counsel  to the  Company.  Attorneys  in the law firm of  Pitney,
Hardin, Kipp & Szuch beneficially own 6,878 shares of the Company's Common Stock
as of April 21, 1999.

         The consolidated financial statements of the Company as of December 31,
1998 and 1997 and for each of the years in the three year period ended  December
31, 1998,  included in the Company's Annual Report on Form 10-K and incorporated
by  reference  herein,  have  been  audited  by  KPMG  LLP,  independent  public
accountants,  as indicated in their report dated January 20, 1999,  with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said 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

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

    23.1 Consent of KPMG LLP

    23.2 Consent of  Pitney,  Hardin,  Kipp & Szuch  (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>


                                   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 June 1, 1999.

                                  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>

                                                Chairman, President and Chief
GERALD H. LIPKIN                                Executive Officer and Director                June 1, 1999
-------------------------------------------
Gerald H. Lipkin



PETER SOUTHWAY                                  Vice Chairman (Principal Financial            June 1, 1999
-------------------------------------------     Officer) and Director
Peter Southway



ALAN D. ESKOW                                   Corporate Secretary, Senior Vice              June 1, 1999
-------------------------------------------     President and Controller (Principal
Alan D. Eskow                                   Accounting Officer)



                                                              Director                      ______ ___, 1999
-------------------------------------------
Andrew B. Abramson



                                                              Director                      ______ ___, 1999
-------------------------------------------
Pamela Bronander



<PAGE>





                                                              Director                      ______ ___, 1999
-------------------------------------------
Joseph Coccia, Jr.



                                                              Director                      ______ ___, 1999
-------------------------------------------
Harold P. Cook, III



AUSTIN C. DRUKKER                                             Director                        June 1, 1999
-------------------------------------------
Austin C. Drukker



                                                              Director                      ______ ___, 1999
-------------------------------------------
Willard L. Hedden



GRAHAM O. JONES                                               Director                        June 1, 1999
-------------------------------------------
Graham O. Jones



                                                              Director                      ______ ___, 1999
-------------------------------------------
Walter H. Jones, III



GERALD KORDE                                                  Director                        June 1, 1999
-------------------------------------------
Gerald Korde



JOLEEN J. MARTIN                                              Director                        June 1, 1999
-------------------------------------------
Joleen J. Martin



ROBERT E. MCENTEE                                              Director                        June 1, 1999
-------------------------------------------
Robert E. McEntee



                                                              Director                      ______ ___, 1999
-------------------------------------------
Sam P. Pinyuh


<PAGE>





ROBERT RACHESKY                                               Director                        June 1, 1999
-------------------------------------------
Robert Rachesky


                                                              Director                      ______ ___, 1999
-------------------------------------------
Barnett Rukin


                                                              Director                      ______ ___, 1999
-------------------------------------------
Richard F. Tice


LEONARD J. VORCHEIMER                                         Director                        June 1, 1999
-------------------------------------------
Leonard J. Vorcheimer


JOSEPH L. VOZZA                                               Director                        June 1, 1999
-------------------------------------------
Joseph L. Vozza

</TABLE>

<PAGE>

                                INDEX TO EXHIBITS


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

Exhibit 23.1      Consent of KPMG LLP

Exhibit 23.2      Consent of Pitney, Hardin, Kipp & Szuch (contained in the
                  opinion included as Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 20978}]
{"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": "333-80507", "film-number": "99645023"}, "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 June 11, 1999
                                                 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)

                         1995 EMPLOYEE STOCK OPTION PLAN
                                       and
                1995 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
                (Formerly Plans of Ramapo Financial Corporation)
                ------------------------------------------------
                            (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
                                  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 (3)             Price (3)          Registration fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, no par        78,573 shares (2)            $27.72               $2,178,057                $606
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  Plans as a  result  of the  anti-dilution
provisions thereof.

(2) Of the  78,573  shares  to be  registered  hereby,  9,907  shares  are being
registered  for issuance  under the 1995  Employee  Stock Option Plan and 68,666
shares are being  registered  for issuance  under the 1995 Stock Option Plan for
Nonemployee Directors.

(3)  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 June 8, 1999 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, 1998

    2.   The  Company's  Quarterly  Report on Form 10-Q for the  quarters  ended
         March 31, 1999.

    3.   The Company's  Current Reports on Form 8-K filed with the Commission on
         April 9 and April 30, 1999.

    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,  counsel  to the  Company.  Attorneys  in the law firm of  Pitney,
Hardin, Kipp & Szuch beneficially own 6,878 shares of the Company's Common Stock
as of April 21, 1999.

         The consolidated financial statements of the Company as of December 31,
1998 and 1997 and for each of the years in the three year period ended  December
31, 1998,  included in the Company's Annual Report on Form 10-K and incorporated
by  reference  herein,  have  been  audited  by  KPMG  LLP,  independent  public
accountants,  as indicated in their report dated January 20, 1999,  with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said 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

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

    23.1 Consent of KPMG LLP

    23.2 Consent of  Pitney,  Hardin,  Kipp & Szuch  (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.
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 June 1, 1999.

                                  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
Chairman, President and Chief
GERALD H. LIPKIN                                Executive Officer and Director                June 1, 1999
-------------------------------------------
Gerald H. Lipkin

PETER SOUTHWAY                                  Vice Chairman (Principal Financial            June 1, 1999
-------------------------------------------     Officer) and Director
Peter Southway

ALAN D. ESKOW                                   Corporate Secretary, Senior Vice              June 1, 1999
-------------------------------------------     President and Controller (Principal
Alan D. Eskow                                   Accounting Officer)

                                                              Director                      ______ ___, 1999
-------------------------------------------
Andrew B. Abramson

                                                              Director                      ______ ___, 1999
-------------------------------------------
Pamela Bronander
Director                      ______ ___, 1999
-------------------------------------------
Joseph Coccia, Jr.

                                                              Director                      ______ ___, 1999
-------------------------------------------
Harold P. Cook, III

AUSTIN C. DRUKKER                                             Director                        June 1, 1999
-------------------------------------------
Austin C. Drukker

                                                              Director                      ______ ___, 1999
-------------------------------------------
Willard L. Hedden

GRAHAM O. JONES                                               Director                        June 1, 1999
-------------------------------------------
Graham O. Jones

                                                              Director                      ______ ___, 1999
-------------------------------------------
Walter H. Jones, III

GERALD KORDE                                                  Director                        June 1, 1999
-------------------------------------------
Gerald Korde

JOLEEN J. MARTIN                                              Director                        June 1, 1999
-------------------------------------------
Joleen J. Martin

ROBERT E. MCENTEE                                              Director                        June 1, 1999
-------------------------------------------
Robert E. McEntee

                                                              Director                      ______ ___, 1999
-------------------------------------------
Sam P. Pinyuh
ROBERT RACHESKY                                               Director                        June 1, 1999
-------------------------------------------
Robert Rachesky

                                                              Director                      ______ ___, 1999
-------------------------------------------
Barnett Rukin

                                                              Director                      ______ ___, 1999
-------------------------------------------
Richard F. Tice

LEONARD J. VORCHEIMER                                         Director                        June 1, 1999
-------------------------------------------
Leonard J. Vorcheimer

JOSEPH L. VOZZA                                               Director                        June 1, 1999
-------------------------------------------
Joseph L. Vozza
INDEX TO EXHIBITS

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

Exhibit 23.1      Consent of KPMG LLP

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