As filed with the Securities and Exchange Commission on May 4, 1999
                                                   Registration No. ____________
                                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             VALLEY NATIONAL BANCORP
             (Exact name of registrant as specified in its charter)

                                   New Jersey
         (State or other Jurisdiction of Incorporation of Organization)

                                   22-2477875
                      (I.R.S. Employer Identification No.)

                                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
                                  973-305-8800
            (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
                                 (973) 966-8263

                         CALCULATION OF REGISTRATION FEE

================================================================================
 Title of each class of      Amount to be       Proposed maximum offering    
    securities to be        registered (1)         price per share (2)         
       registered                                                              
  Common Stock, no par     2,000,000 Shares*            $29.03125
         value
========================= ==================== =================================

============================== ================
Proposed maximum aggregate        Amount of
  offering price (2)             registration
                                     fee
      $58,062,500                  $16,141

============================== ================

(1)    Estimated  solely to  calculate  the  registration  fee,  based  upon the
       registrant's current estimate of shares of common stock issuable pursuant
       to the Valley National Bank Savings and Investment Plan. Under Securities
       Act Rule 416, this  registration  statement also covers an  indeterminate
       amount of  (a) additional  shares of common  stock  that may be  issuable
       pursuant to anti-dilution provisions of the plan, and (b) interests to be
       offered or sold pursuant to the plan.
(2)    Estimated  solely to calculate the  registration  fee, in accordance with
       Securities Act Rules 457(c) and 457(h), based on the average high and low
       prices of the registrant's common stock as reported on the New York Stock
       Exchange on April 30, 1999.

<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.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  Incorporation of Documents by Reference.

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

            1.   Valley's Annual Report on Form 10-K for the year ended December
                 31, 1998.

            2.   The  Annual  Report on Form 11-K of the  Valley  National  Bank
                 Savings and  Investment  Plan (the "Plan"),  filed on June 29,
                 1998, for the year ended December 31, 1997.

            3.   Valley's Current Report on Form 8-K, filed on April 9, 1999.

            4.   The Description of the  Registrant's  Common Stock contained in
                 the Form 8-A filed by Valley  pursuant to Section  12(g) of the
                 Securities Exchange Act.

            In addition all  documents  filed by Valley or the Plan  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act 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
Valley's  common stock offered  hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch, counsel to Valley. Attorneys in the firm of Pitney, Hardin, Kipp &
Szuch  beneficially  own approximately 6878 shares of Valley  common stock as of
April 21, 1999.

   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 VIII 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.

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

                     23(a)    Consent of KPMG LLP.

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

                     24       Power of Attorney (included on signature page 
                              hereto).

                     99       Valley National Bank Savings and Investment Plan 
                              (the "Plan").

            (b) The  undersigned  registrant  undertakes that it will submit the
Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and will 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.

<PAGE>

   ITEM 9.  Undertakings.

            1.   The undersigned registrant hereby undertakes:

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

            3.   Insofar as  indemnification  for liabilities  arising under the
                 Securities  Act 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

            The Registrant.  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 Town of Wayne,  State of New Jersey, on the 28th day of
April, 1999.


                            VALLEY NATIONAL BANCORP
                            (Registrant)

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


            KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the registrant hereby severally constitutes and appoints Gerald
H.   Lipkin  and  Alan  D.   Eskow,   each  of  them,   their  true  and  lawful
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution,  to sign any and all amendments to this registration  statement
(including  post-effective  amendments),  and to file  the  same  with  exhibits
thereto  and other  documents  in  connection  therewith,  with the  Commission,
granting unto said  attorney-in-fact  full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as fully to all intents and  purposes as he might or could in person,
hereby ratifying and confirming all that said  attorney-in-fact  may lawfully do
or cause to be done by virtue hereof.

            Pursuant  to  the   requirements   of  the   Securities   Act,  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       April 28, 1999
Gerald H. Lipkin              Executive Officer and Director

PETER SOUTHWAY
____________________________  Vice Chairman (Principal Financial  April 28, 1999
Peter Southway                Officer) and Director

ALAN D. ESKOW
____________________________  Corporate Secretary, Senior Vice    April 28, 1999
Alan D. Eskow                 President and Controller
                              (Principal Accounting Officer)
<PAGE>

ANDREW B. ABRAMSON
____________________________          Director                    April 28, 1999
Andrew B. Abramson

PAMELA BRONANDER
____________________________          Director                    April 28, 1999
Pamela Bronander

JOSEPH COCCIA, JR.
____________________________          Director                    April 28, 1999
Joseph Coccia, Jr.

HAROLD P. COOK, III
____________________________          Director                    April 28, 1999
Harold P. Cook, III

AUSTIN C. DRUKKER
____________________________          Director                    April 28, 1999
Austin C. Drukker

WILLARD L. HEDDEN
____________________________          Director                    April 28, 1999
Willard L. Hedden

GRAHAM O. JONES
____________________________          Director                    April 28, 1999
Graham O. Jones

WALTER H. JONES, III
____________________________          Director                    April 28, 1999
Walter H. Jones, III

GERALD KORDE
____________________________          Director                    April 28, 1999
Gerald Korde

JOLEEN J. MARTIN
____________________________          Director                    April 28, 1999
Joleen J. Martin

ROBERT E. McENTEE
____________________________          Director                    April 28, 1999
Robert E. McEntee

SAM P. PINYUH
____________________________          Director                    April 28, 1999
Sam P. Pinyuh

ROBERT RACHESKY
____________________________          Director                    April 28, 1999
Robert Rachesky


____________________________          Director                    April __, 1999
Barnett Rukin

RICHARD F. TICE
____________________________          Director                    April 28, 1999
Richard F. Tice

LEONARD J. VORCHEIMER
____________________________          Director                    April 28, 1999
Leonard J. Vorcheimer

JOSEPH L. VOZZA
____________________________          Director                    April 28, 1999
Joseph L. Vozza

<PAGE>

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the  trustees  of the Plan have duly caused this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the Town
of Wayne, State of New Jersey, on this 28th day of April, 1999.

                                Valley National Bank Savings and Investment Plan
                                (Plan)

                                By:  Valley National Bank, Plan Administrator

                                     CAROL DIESNER
                                By:  _________________________
                                     Carol Diesner,
                                     Senior Vice-President
<PAGE>

                                INDEX TO EXHIBITS

   Exhibit No.           Description

        5                Opinion of Pitney, Hardin, Kipp & Szuch.

      23(a)              Consent of KPMG LLP.

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

      24                 Power of Attorney (included on signature page hereto).

      99                 Valley National Bank Savings and Investment Plan
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 21436}]
{"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": "333-77673", "film-number": "99609846"}, "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 May 4, 1999
                                                   Registration No. ____________
                                                                                

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             VALLEY NATIONAL BANCORP
             (Exact name of registrant as specified in its charter)

                                   New Jersey
         (State or other Jurisdiction of Incorporation of Organization)

                                   22-2477875
                      (I.R.S. Employer Identification No.)

                                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
                                  973-305-8800
            (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
                                 (973) 966-8263

                         CALCULATION OF REGISTRATION FEE

================================================================================
 Title of each class of      Amount to be       Proposed maximum offering    
    securities to be        registered (1)         price per share (2)         
       registered                                                              
  Common Stock, no par     2,000,000 Shares*            $29.03125
         value
========================= ==================== =================================

============================== ================
Proposed maximum aggregate        Amount of
  offering price (2)             registration
                                     fee
      $58,062,500                  $16,141

============================== ================

(1)    Estimated  solely to  calculate  the  registration  fee,  based  upon the
       registrant's current estimate of shares of common stock issuable pursuant
       to the Valley National Bank Savings and Investment Plan. Under Securities
       Act Rule 416, this  registration  statement also covers an  indeterminate
       amount of  (a) additional  shares of common  stock  that may be  issuable
       pursuant to anti-dilution provisions of the plan, and (b) interests to be
       offered or sold pursuant to the plan.
(2)    Estimated  solely to calculate the  registration  fee, in accordance with
       Securities Act Rules 457(c) and 457(h), based on the average high and low
       prices of the registrant's common stock as reported on the New York Stock
       Exchange on April 30, 1999.
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.  Incorporation of Documents by Reference.

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

            1.   Valley's Annual Report on Form 10-K for the year ended December
                 31, 1998.

            2.   The  Annual  Report on Form 11-K of the  Valley  National  Bank
                 Savings and  Investment  Plan (the "Plan"),  filed on June 29,
                 1998, for the year ended December 31, 1997.

            3.   Valley's Current Report on Form 8-K, filed on April 9, 1999.

            4.   The Description of the  Registrant's  Common Stock contained in
                 the Form 8-A filed by Valley  pursuant to Section  12(g) of the
                 Securities Exchange Act.

            In addition all  documents  filed by Valley or the Plan  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act 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
Valley's  common stock offered  hereby have been passed upon by Pitney,  Hardin,
Kipp & Szuch, counsel to Valley. Attorneys in the firm of Pitney, Hardin, Kipp &
Szuch  beneficially  own approximately 6878 shares of Valley  common stock as of
April 21, 1999.

   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 VIII 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.

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

                     23(a)    Consent of KPMG LLP.

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

                     24       Power of Attorney (included on signature page 
                              hereto).

                     99       Valley National Bank Savings and Investment Plan 
                              (the "Plan").

            (b) The  undersigned  registrant  undertakes that it will submit the
Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and will 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.
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 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 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 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.

            3.   Insofar as  indemnification  for liabilities  arising under the
                 Securities  Act 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

            The Registrant.  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 Town of Wayne,  State of New Jersey, on the 28th day of
April, 1999.

                            VALLEY NATIONAL BANCORP
                            (Registrant)

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

            KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the registrant hereby severally constitutes and appoints Gerald
H.   Lipkin  and  Alan  D.   Eskow,   each  of  them,   their  true  and  lawful
attorney-in-fact for the undersigned, in any and all capacities, with full power
of substitution,  to sign any and all amendments to this registration  statement
(including  post-effective  amendments),  and to file  the  same  with  exhibits
thereto  and other  documents  in  connection  therewith,  with the  Commission,
granting unto said  attorney-in-fact  full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as fully to all intents and  purposes as he might or could in person,
hereby ratifying and confirming all that said  attorney-in-fact  may lawfully do
or cause to be done by virtue hereof.

            Pursuant  to  the   requirements   of  the   Securities   Act,  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       April 28, 1999
Gerald H. Lipkin              Executive Officer and Director

PETER SOUTHWAY
____________________________  Vice Chairman (Principal Financial  April 28, 1999
Peter Southway                Officer) and Director

ALAN D. ESKOW
____________________________  Corporate Secretary, Senior Vice    April 28, 1999
Alan D. Eskow                 President and Controller
                              (Principal Accounting Officer)
ANDREW B. ABRAMSON
____________________________          Director                    April 28, 1999
Andrew B. Abramson

PAMELA BRONANDER
____________________________          Director                    April 28, 1999
Pamela Bronander

JOSEPH COCCIA, JR.
____________________________          Director                    April 28, 1999
Joseph Coccia, Jr.

HAROLD P. COOK, III
____________________________          Director                    April 28, 1999
Harold P. Cook, III

AUSTIN C. DRUKKER
____________________________          Director                    April 28, 1999
Austin C. Drukker

WILLARD L. HEDDEN
____________________________          Director                    April 28, 1999
Willard L. Hedden

GRAHAM O. JONES
____________________________          Director                    April 28, 1999
Graham O. Jones

WALTER H. JONES, III
____________________________          Director                    April 28, 1999
Walter H. Jones, III

GERALD KORDE
____________________________          Director                    April 28, 1999
Gerald Korde

JOLEEN J. MARTIN
____________________________          Director                    April 28, 1999
Joleen J. Martin

ROBERT E. McENTEE
____________________________          Director                    April 28, 1999
Robert E. McEntee

SAM P. PINYUH
____________________________          Director                    April 28, 1999
Sam P. Pinyuh

ROBERT RACHESKY
____________________________          Director                    April 28, 1999
Robert Rachesky

____________________________          Director                    April __, 1999
Barnett Rukin

RICHARD F. TICE
____________________________          Director                    April 28, 1999
Richard F. Tice

LEONARD J. VORCHEIMER
____________________________          Director                    April 28, 1999
Leonard J. Vorcheimer

JOSEPH L. VOZZA
____________________________          Director                    April 28, 1999
Joseph L. Vozza
The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the  trustees  of the Plan have duly caused this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the Town
of Wayne, State of New Jersey, on this 28th day of April, 1999.

                                Valley National Bank Savings and Investment Plan
                                (Plan)

                                By:  Valley National Bank, Plan Administrator

                                     CAROL DIESNER
                                By:  _________________________
                                     Carol Diesner,
                                     Senior Vice-President
INDEX TO EXHIBITS

   Exhibit No.           Description

        5                Opinion of Pitney, Hardin, Kipp & Szuch.

      23(a)              Consent of KPMG LLP.

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

      24                 Power of Attorney (included on signature page hereto).

      99                 Valley National Bank Savings and Investment Plan