As filed with the Securities and Exchange Commission on April 8, 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                           (I.R.S. Employer
of incorporation or organization)                     Identification No.)

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

                       1999 Long-Term Stock Incentive 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


<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Title of securities         Amount to be          Proposed maximum       Proposed maximum           Amount of
    to be registered         registered (1)          offering price       aggregate offering      Registration fee
                                                      per share(2)             price (2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                         <C>                        <C>                    <C>                      <C>           
Common Stock, no par        2,500,000 shares           $24.96875              $62,421,875              $17,354
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 1999  Long-Term  Stock  Incentive  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 New York Stock Exchange on March 31, 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.   All other  reports  filed by the Company  pursuant to Section  13(a) or
         15(d) of the Securities Exchange Act of 1934 since December 31, 1998.

    3.   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(b)  of  the  Securities  Exchange  Act  of  1934,  and  all
         subsequent   amendments  and  reports  that  are  filed  updating  that
         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 March 23, 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 for the year
ended December 31, 1998 have been  incorporated by reference  herein in reliance
upon  the  reports  of  KPMG  LLP,  independent  certified  public  accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

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

         (a)  Limitation  of  Liability  of  Directors  and  Officers.   Section
         14A:2-7(3)  of the  New  Jersey  Business  Corporation  Act  permits  a
         corporation  to  provide in its  certificate  of  incorporation  that a
         director or officer shall not be personally  liable to the  corporation
         or its  shareholders  for breach of any duty owed to the corporation or
         its  shareholders,  except  that such  provisions  shall not  relieve a
         director or officer from liability for any breach of duty based upon an
         action or omission  (a) in breach of such  person's  duty of loyalty to
         the corporation or its shareholders, (b) not in good faith or involving
         a knowing  violation of law or (c)  resulting in receipt by such person
         of any improper personal benefit. Article VII of the Company's Restated
         Certificate of  Incorporation  includes  limitation on the liability of
         officers and  directors to the fullest  extent  permitted by New Jersey
         law.

         (b) Indemnification of Directors, Officers, Employees and Agents. Under
         Article VI of its Restated  Certificate of  Incorporation,  the Company
         must, to the fullest extent permitted by law,  indemnify its directors,
         officers,  employees  and  agents.  Section  14A:3-5  of the New Jersey
         Business  Corporation Act provides that a corporation may indemnify its
         directors,  officers,  employees and agents against  judgments,  fines,
         penalties,   amounts  paid  in  settlement   and  expenses,   including
         attorneys'  fees,  resulting  from  various  types of legal  actions or
         proceedings  if the  actions of the party  being  indemnified  meet the
         standards  of  conduct  specified  therein.  Determinations  concerning
         whether or not the  applicable  standard of conduct has been met can be
         made by (a) a  disinterested  majority of the Board of  Directors,  (b)
         independent legal counsel,  or (c) an affirmative vote of a majority of
         shares held by the shareholders.  No indemnification is permitted to be
         made to or on behalf of a  corporate  director,  officer,  employee  or
         agent if a judgment or other final adjudication  adverse to such person
         establishes  that his acts or omissions  (a) were in breach of his duty
         of loyalty to the corporation or its shareholders, (b) were not in good
         faith or involved a knowing violation of law or (c) resulted in receipt
         by such person of an improper personal benefit.

         (c) Insurance.  The Company maintains  insurance  policies insuring the
         Company's directors and officers against liability for wrongful acts or
         omissions  arising out of their  positions as directors  and  officers,
         subject to certain limitations.

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)

    24   Power of Attorney for Directors and Executive Officers

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 April 7, 1999.

                             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>
                                                Chairman, President and Chief
GERALD H. LIPKIN                                Executive Officer and Director               April 7, 1999
-------------------------------------------
Gerald H. Lipkin



PETER SOUTHWAY                                  Vice Chairman (Principal Financial           April 7, 1999
-------------------------------------------     Officer) and Director
Peter Southway



ALAN D. ESKOW                                   Corporate Secretary, Senior Vice             April 7, 1999
-------------------------------------------     President and Controller (Principal
Alan D. Eskow                                   Accounting Officer)


ANDREW B. ABRAMSON
-------------------------------------------                   Director                       April 7, 1999
Andrew B. Abramson


PAMELA BRONANDER
-------------------------------------------                   Director                       April 7, 1999
Pamela Bronander


JOSEPH COCCIA, JR.
-------------------------------------------                   Director                       April 7, 1999
Joseph Coccia, Jr.


HAROLD P. COOK, III
-------------------------------------------                   Director                       April 7, 1999
Harold P. Cook, III


AUSTIN C. DRUKKER
-------------------------------------------                   Director                       April 7, 1999
Austin C. Drukker


WILLARD L. HEDDEN
-------------------------------------------                   Director                       April 7, 1999
Willard L. Hedden


GRAHAM O. JONES
-------------------------------------------                   Director                       April 7, 1999
Graham O. Jones


WALTER H. JONES, III
-------------------------------------------                   Director                       April 7, 1999
Walter H. Jones, III


GERALD KORDE
-------------------------------------------                   Director                       April 7, 1999
Gerald Korde


JOLEEN J. MARTIN
-------------------------------------------                   Director                       April 7, 1999
Joleen J. Martin


ROBERT E. MCENTEE
-------------------------------------------                   Director                       April 7, 1999
Robert E. McEntee


SAM P. PINYUH
-------------------------------------------                   Director                       April 7, 1999
Sam P. Pinyuh


ROBERT RACHESKY
-------------------------------------------                   Director                       April 7, 1999
Robert Rachesky


BARNETT RUKIN
-------------------------------------------                   Director                       April 7, 1999
Barnett Rukin


RICHARD F. TICE
-------------------------------------------                   Director                       April 7, 1999
Richard F. Tice


LEONARD J. VORCHEIMER
--------------------------------------------                  Director                       April 7, 1999
Leonard J. Vorcheimer


JOSEPH L. VOZZA
--------------------------------------------                  Director                       April 7, 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)

Exhibit  24       Power of Attorney for Directors and Executive Officers
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18228}]
{"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": "333-75889", "film-number": "99589540"}, "business-address": {"street1": "1455 VALLEY RD", "city": "WAYNE", "state": "NJ", "zip": "07470", "phone": "9733053380"}, "mail-address": {"street1": "1455 VALLEY RD", "city": "WAYNE", "state": "NJ", "zip": "07470"}}
As filed with the Securities and Exchange Commission on April 8, 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                           (I.R.S. Employer
of incorporation or organization)                     Identification No.)

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

                       1999 Long-Term Stock Incentive 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 securities         Amount to be          Proposed maximum       Proposed maximum           Amount of
    to be registered         registered (1)          offering price       aggregate offering      Registration fee
                                                      per share(2)             price (2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, no par        2,500,000 shares           $24.96875              $62,421,875              $17,354
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 1999  Long-Term  Stock  Incentive  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 New York Stock Exchange on March 31, 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.   All other  reports  filed by the Company  pursuant to Section  13(a) or
         15(d) of the Securities Exchange Act of 1934 since December 31, 1998.

    3.   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(b)  of  the  Securities  Exchange  Act  of  1934,  and  all
         subsequent   amendments  and  reports  that  are  filed  updating  that
         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 March 23, 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 for the year
ended December 31, 1998 have been  incorporated by reference  herein in reliance
upon  the  reports  of  KPMG  LLP,  independent  certified  public  accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.

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

         (a)  Limitation  of  Liability  of  Directors  and  Officers.   Section
         14A:2-7(3)  of the  New  Jersey  Business  Corporation  Act  permits  a
         corporation  to  provide in its  certificate  of  incorporation  that a
         director or officer shall not be personally  liable to the  corporation
         or its  shareholders  for breach of any duty owed to the corporation or
         its  shareholders,  except  that such  provisions  shall not  relieve a
         director or officer from liability for any breach of duty based upon an
         action or omission  (a) in breach of such  person's  duty of loyalty to
         the corporation or its shareholders, (b) not in good faith or involving
         a knowing  violation of law or (c)  resulting in receipt by such person
         of any improper personal benefit. Article VII of the Company's Restated
         Certificate of  Incorporation  includes  limitation on the liability of
         officers and  directors to the fullest  extent  permitted by New Jersey
         law.

         (b) Indemnification of Directors, Officers, Employees and Agents. Under
         Article VI of its Restated  Certificate of  Incorporation,  the Company
         must, to the fullest extent permitted by law,  indemnify its directors,
         officers,  employees  and  agents.  Section  14A:3-5  of the New Jersey
         Business  Corporation Act provides that a corporation may indemnify its
         directors,  officers,  employees and agents against  judgments,  fines,
         penalties,   amounts  paid  in  settlement   and  expenses,   including
         attorneys'  fees,  resulting  from  various  types of legal  actions or
         proceedings  if the  actions of the party  being  indemnified  meet the
         standards  of  conduct  specified  therein.  Determinations  concerning
         whether or not the  applicable  standard of conduct has been met can be
         made by (a) a  disinterested  majority of the Board of  Directors,  (b)
         independent legal counsel,  or (c) an affirmative vote of a majority of
         shares held by the shareholders.  No indemnification is permitted to be
         made to or on behalf of a  corporate  director,  officer,  employee  or
         agent if a judgment or other final adjudication  adverse to such person
         establishes  that his acts or omissions  (a) were in breach of his duty
         of loyalty to the corporation or its shareholders, (b) were not in good
         faith or involved a knowing violation of law or (c) resulted in receipt
         by such person of an improper personal benefit.

         (c) Insurance.  The Company maintains  insurance  policies insuring the
         Company's directors and officers against liability for wrongful acts or
         omissions  arising out of their  positions as directors  and  officers,
         subject to certain limitations.

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)

    24   Power of Attorney for Directors and Executive Officers

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 April 7, 1999.

                             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
Chairman, President and Chief
GERALD H. LIPKIN                                Executive Officer and Director               April 7, 1999
-------------------------------------------
Gerald H. Lipkin

PETER SOUTHWAY                                  Vice Chairman (Principal Financial           April 7, 1999
-------------------------------------------     Officer) and Director
Peter Southway

ALAN D. ESKOW                                   Corporate Secretary, Senior Vice             April 7, 1999
-------------------------------------------     President and Controller (Principal
Alan D. Eskow                                   Accounting Officer)

ANDREW B. ABRAMSON
-------------------------------------------                   Director                       April 7, 1999
Andrew B. Abramson

PAMELA BRONANDER
-------------------------------------------                   Director                       April 7, 1999
Pamela Bronander

JOSEPH COCCIA, JR.
-------------------------------------------                   Director                       April 7, 1999
Joseph Coccia, Jr.

HAROLD P. COOK, III
-------------------------------------------                   Director                       April 7, 1999
Harold P. Cook, III

AUSTIN C. DRUKKER
-------------------------------------------                   Director                       April 7, 1999
Austin C. Drukker

WILLARD L. HEDDEN
-------------------------------------------                   Director                       April 7, 1999
Willard L. Hedden

GRAHAM O. JONES
-------------------------------------------                   Director                       April 7, 1999
Graham O. Jones

WALTER H. JONES, III
-------------------------------------------                   Director                       April 7, 1999
Walter H. Jones, III

GERALD KORDE
-------------------------------------------                   Director                       April 7, 1999
Gerald Korde

JOLEEN J. MARTIN
-------------------------------------------                   Director                       April 7, 1999
Joleen J. Martin

ROBERT E. MCENTEE
-------------------------------------------                   Director                       April 7, 1999
Robert E. McEntee

SAM P. PINYUH
-------------------------------------------                   Director                       April 7, 1999
Sam P. Pinyuh

ROBERT RACHESKY
-------------------------------------------                   Director                       April 7, 1999
Robert Rachesky

BARNETT RUKIN
-------------------------------------------                   Director                       April 7, 1999
Barnett Rukin

RICHARD F. TICE
-------------------------------------------                   Director                       April 7, 1999
Richard F. Tice

LEONARD J. VORCHEIMER
--------------------------------------------                  Director                       April 7, 1999
Leonard J. Vorcheimer

JOSEPH L. VOZZA
--------------------------------------------                  Director                       April 7, 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)

Exhibit  24       Power of Attorney for Directors and Executive Officers