As filed with the Securities and Exchange Commission on April 18, 1997

                         Registration No. 33-__________
-------------------------------------------------------------------------------

                       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 of organization)                          


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

                        1996 INCENTIVE STOCK OPTION PLAN
            (FOR VALLEY EMPLOYEES WHO WERE FORMER MIDLAND EMPLOYEES)
                            (Full title of the plan)

                   GERALD H. LIPKIN, CHAIRMAN, PRESIDENT & CEO
                             VALLEY NATIONAL BANCORP
                                1455 VALLEY ROAD
                             WAYNE, NEW JERSEY 07470
                                 (201) 305-8800
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ----------------------

                                 With a copy to:

                              RONALD H. JANIS, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (201) 966-6300

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

        Title of                  Amount             Proposed maximum            Proposed                Amount of
     Securities to                to be               offering price             aggregate              registration
     be registered            registered (1)           per unit (2)         offering price (2)              fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
     <S>                         <C>                      <C>                   <C>                       <C>
     Common Stock,               229,500                  $9.40                 $2,157,300                $653.72
      No Par Value
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
</TABLE>

---------------------
(1)  This Registration  Statement covers, in addition to the number of shares of
     Common  Stock  stated  above,  such  indeterminate  number of shares as may
     become subject to options under the 1996  Incentive  Stock Option Plan as a
     result of the anti-dilution provisions thereof.

(2)  Calculated  pursuant to Rule 457(h)(1)  based on the actual  exercise price
     per share of the  registrant's  common  stock  under the  underlying  stock
     options.


<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  (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, 1996.

            2.  The  Company's  Current  Report  on  Form  8-K  filed  with  the
                Commission on March 13, 1997.

            3.  The  description of the Company's  common stock contained in the
                Registration  Statement on Form 8-A  registering  the  Company's
                common stock,  and any amendment or report filed for the purpose
                of updating such description.

            All  documents  filed by the Company  pursuant  to  Sections  13(a),
   13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  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.



<PAGE>


   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 4014 shares of the
   Company's Common Stock as of April 17, 1997.

                     The report of KPMG Peat Marwick LLP, independent  certified
public  accountants,  dated  January  22,  1997,  relating  to the  consolidated
statements  of  financial  condition of the Company and its  subsidiaries  as of
December 31, 1996 and 1995 and the related  consolidated  statements  of income,
changes  in  shareholders'  equity,  and cash flows for each of the years in the
three-year  period ended December 31, 1996, which report appears in the December
31, 1996 Annual Report on Form 10-K of the Company,  is  incorporated  herein by
reference upon authority of said firm as experts in accounting and auditing.


   ITEM 6.           Indemnification of Directors and Officers.

                     INDEMNIFICATION.   Article   VI  of  the   certificate   of
   incorporation  of the Company  provides that the corporation  shall indemnify
   its present and former officers, directors, employees, and agents and persons
   serving  at  its  request  against  expenses,   including   attorney's  fees,
   judgments,  fines or amounts paid in settlement,  incurred in connection with
   any pending or  threatened  civil or criminal  proceeding  to the full extent
   permitted  by the New Jersey  Business  Corporation  Act.  The  Article  also
   provides  that such  indemnification  shall not exclude  any other  rights to
   indemnification  to which a person may otherwise be entitled,  and authorizes
   the  corporation  to  purchase  insurance  on  behalf  of any of the  persons
   enumerated  against any liability  whether or not the corporation  would have
   the power to indemnify him under the provisions of Article VI.

                     The  New  Jersey   Business   Corporation  Act  empowers  a
   corporation  to  indemnify  a  corporate   agent  against  his  expenses  and
   liabilities  incurred  in  connection  with  any  proceeding  (other  than  a
   derivative  lawsuit)  involving the corporate agent by reason of his being or
   having been a  corporate  agent if (a) the agent acted in good faith and in a
   manner he reasonably  believed to be in or not opposed to the best  interests
   of the  corporation,  and (b) with  respect to any criminal  proceeding,  the
   corporate agent had no reasonable  cause to believe his conduct was unlawful.
   For purposes of the Act, the term  "corporate  agent" includes any present or
   former director, officer, employee or agent of the corporation,  and a person
   serving as a  "corporate  agent" at the  request of the  corporation  for any
   other enterprise.

                     With respect to any derivative  action,  the corporation is
   empowered to indemnify a corporate  agent  against his expenses  (but not his
   liabilities)  incurred  in  connection  with  any  proceeding  involving  the
   corporate  agent by reason of his being or having been a  corporate  agent if
   the agent acted in good faith and in a manner he reasonably believed to be in
   or not opposed to the best interests of the  corporation.  However,  only the
   court in which the  proceeding  was  brought  can  empower a  corporation  to
   indemnify a corporate agent against expenses with respect to any claim, issue
   or  matter  as to which  the agent was  adjudged  liable  for  negligence  or
   misconduct.

                     The  corporation  may  indemnify  a  corporate  agent  in a
   specific case if a  determination  is made by any of the  following  that the
   applicable  standard of conduct  was met:  (i) the Board of  Directors,  or a
   committee  thereof,  acting  by a  majority  vote of a quorum  consisting  of
   disinterested directors; (ii) by independent legal counsel, if there is not a
   quorum of  disinterested  directors or if the  disinterested  quorum empowers
   counsel to make the determination; or (iii) by the shareholders.

                     A corporate agent is entitled to mandatory  indemnification
   to the extent that the agent is  successful on the merits or otherwise in any
   proceeding, or in defense of any claim, issue or matter in the proceeding. If
   a corporation  fails or refuses to indemnify a corporate  agent,  whether the
   indemnification is permissive or mandatory, the agent may apply to a court to
   grant him the requested indemnification.  In advance of the final disposition
   of a proceeding,  the  corporation  may pay an agent's  expenses if the agent
   agrees  to repay  the  expenses  unless  it is  ultimately  determined  he is
   entitled to indemnification.

                     LIMITATION ON LIABILITY.  Article VII of the certificate of
incorporation of the Company provides:

                     A  director  or  officer  of the  Corporation  shall not be
            personally liable to the Corporation or its shareholders for damages
            for breach of any duty owed to the Corporation or its  shareholders,
            except that this  provision  shall not relieve a director or officer
            from  liability for any breach of duty based upon an act or omission
            (i) in breach of such person's duty of loyalty to the Corporation or
            its  shareholders,  (ii) not in good  faith or  involving  a knowing
            violation of law, or (iii) resulting in receipt by such person of an
            improper  personal benefit.  If the New Jersey Business  Corporation
            Act is amended after approval by the  shareholders of this provision
            to authorize  corporate  action further  eliminating or limiting the
            personal liability of directors or officers, then the liability of a
            director  and/or officer of the  Corporation  shall be eliminated or
            limited to the fullest extent  permitted by the New Jersey  Business
            Corporation Act as so amended.

                     Any repeal or  modification  of the foregoing  paragraph by
            the shareholders of the Corporation or otherwise shall not adversely
            affect  any right or  protection  of a  director  or  officer of the
            Corporation existing at the time of such repeal or modification.

   The New Jersey Business Corporation Act, as it affects  exculpation,  has not
   been changed since the adoption of this provision by the Company in 1987.


   ITEM 7.           Exemption from Registration Claimed.

                     Not applicable.


   ITEM 8.           Exhibits.

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

            23(a)    Consent of KPMG Peat Marwick LLP.

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

            99       1996 Incentive Stock Option Plan.


   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  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 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  requirements  of the  Securities  Act of 1933,  as
   amended,  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
   the ___ day of April, 1997.

                                             VALLEY NATIONAL BANCORP



                                             By:  /S/ GERALD H. LIPKIN
                                                  -----------------------------
                                                  Chairman, President and Chief
                                                  Executive Officer


            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
   amended, this registration statement has been signed by the following persons
   in the capacities and on the dates indicated.

    Signature                      Title                                 Date


     /S/ GERALD H. LIPKIN     Chairman, President,                April 15, 1997
     --------------------   Chief Executive Officer
   Gerald H. Lipkin           and Director

   /S/ PETER SOUTHWAY         Vice Chairman,                      April 15, 1997
   ---------------------      and Director
   Peter Southway

   /S/ SAM P. PINYUH          Executive Vice President            April 15, 1997
   ----------------------     and Director
   Sam P. Pinyuh

   /S/ ALAN D. ESKOW         Corporate Secretary and              April 15, 1997
   ----------------------     Senior Vice President
   Alan D. Eskow              (Principal Accounting
                                       Officer)

   /S/ ANDREW B. ABRAMSON              Director                   April 15, 1997
   ----------------------
   Andrew B. Abramson

   /S/ PAMELA BRONANDER                Director                   April 15, 1997
   ----------------------
   Pamela Bronander

   /S/ JOSEPH COCCIA, JR.              Director                   April 15, 1997
   ----------------------
   Joseph Coccia, Jr.

   /S/ AUSTIN C. DRUKKER               Director                   April 15, 1997
   ----------------------
   Austin C. Drukker

                                       Director                   April 15, 1997
   ----------------------
   Willard L. Hedden

   /S/ GRAHAM O. JONES                 Director                   April 15, 1997
   ----------------------
   Graham O. Jones

   /S/ WALTER H. JONES, III            Director                   April 15, 1997
   ------------------------
   Walter H. Jones, III

   /S/ GERALD KORDE                    Director                   April 15, 1997
   ----------------------
   Gerald Korde

   /S/ JOLEEN MARTIN                   Director                   April 15, 1997
   ----------------------
   Joleen Martin

   /S/ ROBERT E. MCENTEE               Director                   April 15, 1997
   ----------------------
   Robert E. McEntee

   /S/ WILLIAM MCNEAR                  Director                   April 15, 1997
   ----------------------
   William McNear

   /S/ ROBERT RACHESKY                 Director                   April 15, 1997
   ----------------------
   Robert Rachesky

   /S/ BARNETT RUKIN                   Director                   April 15, 1997
   ----------------------
   Barnett Rukin

   /S/ RICHARD F. TICE                 Director                   April 15, 1997
   ----------------------
   Richard F. Tice

   /S/ LEONARD VORCHEIMER              Director                   April 15, 1997
   ----------------------
   Leonard Vorcheimer

   /S/ JOSEPH L. VOZZA                 Director                   April 15, 1997
   ----------------------
   Joseph L. Vozza


<PAGE>



                                INDEX TO EXHIBITS

   Exhibit No.                Description

        5                     Opinion of Pitney, Hardin, Kipp & Szuch

      23(a)                   Consent of KPMG Peat Marwick LLP

       99                     1996 Incentive Stock Option Plan
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20324}]
{"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": "333-25419", "film-number": "97583387"}, "business-address": {"street1": "1445 VALLEY RD", "city": "WAYNE", "state": "NJ", "zip": "07474", "phone": "2013058800"}, "mail-address": {"street1": "1445 VALLEY RD", "city": "WAYNE", "state": "NJ", "zip": "07474-0558"}}
As filed with the Securities and Exchange Commission on April 18, 1997

                         Registration No. 33-__________
-------------------------------------------------------------------------------

                       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 of organization)                          

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

                        1996 INCENTIVE STOCK OPTION PLAN
            (FOR VALLEY EMPLOYEES WHO WERE FORMER MIDLAND EMPLOYEES)
                            (Full title of the plan)

                   GERALD H. LIPKIN, CHAIRMAN, PRESIDENT & CEO
                             VALLEY NATIONAL BANCORP
                                1455 VALLEY ROAD
                             WAYNE, NEW JERSEY 07470
                                 (201) 305-8800
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ----------------------

                                 With a copy to:

                              RONALD H. JANIS, ESQ.
                          PITNEY, HARDIN, KIPP & SZUCH
                                  P.O. BOX 1945
                          MORRISTOWN, NEW JERSEY 07962
                                 (201) 966-6300

                         CALCULATION OF REGISTRATION FEE
Title of                  Amount             Proposed maximum            Proposed                Amount of
     Securities to                to be               offering price             aggregate              registration
     be registered            registered (1)           per unit (2)         offering price (2)              fee
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
Common Stock,               229,500                  $9.40                 $2,157,300                $653.72
      No Par Value
------------------------- ----------------------- ----------------------- ------------------------ -----------------------
---------------------
(1)  This Registration  Statement covers, in addition to the number of shares of
     Common  Stock  stated  above,  such  indeterminate  number of shares as may
     become subject to options under the 1996  Incentive  Stock Option Plan as a
     result of the anti-dilution provisions thereof.

(2)  Calculated  pursuant to Rule 457(h)(1)  based on the actual  exercise price
     per share of the  registrant's  common  stock  under the  underlying  stock
     options.
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  (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, 1996.

            2.  The  Company's  Current  Report  on  Form  8-K  filed  with  the
                Commission on March 13, 1997.

            3.  The  description of the Company's  common stock contained in the
                Registration  Statement on Form 8-A  registering  the  Company's
                common stock,  and any amendment or report filed for the purpose
                of updating such description.

            All  documents  filed by the Company  pursuant  to  Sections  13(a),
   13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,  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 4014 shares of the
   Company's Common Stock as of April 17, 1997.

                     The report of KPMG Peat Marwick LLP, independent  certified
public  accountants,  dated  January  22,  1997,  relating  to the  consolidated
statements  of  financial  condition of the Company and its  subsidiaries  as of
December 31, 1996 and 1995 and the related  consolidated  statements  of income,
changes  in  shareholders'  equity,  and cash flows for each of the years in the
three-year  period ended December 31, 1996, which report appears in the December
31, 1996 Annual Report on Form 10-K of the Company,  is  incorporated  herein by
reference upon authority of said firm as experts in accounting and auditing.

   ITEM 6.           Indemnification of Directors and Officers.

                     INDEMNIFICATION.   Article   VI  of  the   certificate   of
   incorporation  of the Company  provides that the corporation  shall indemnify
   its present and former officers, directors, employees, and agents and persons
   serving  at  its  request  against  expenses,   including   attorney's  fees,
   judgments,  fines or amounts paid in settlement,  incurred in connection with
   any pending or  threatened  civil or criminal  proceeding  to the full extent
   permitted  by the New Jersey  Business  Corporation  Act.  The  Article  also
   provides  that such  indemnification  shall not exclude  any other  rights to
   indemnification  to which a person may otherwise be entitled,  and authorizes
   the  corporation  to  purchase  insurance  on  behalf  of any of the  persons
   enumerated  against any liability  whether or not the corporation  would have
   the power to indemnify him under the provisions of Article VI.

                     The  New  Jersey   Business   Corporation  Act  empowers  a
   corporation  to  indemnify  a  corporate   agent  against  his  expenses  and
   liabilities  incurred  in  connection  with  any  proceeding  (other  than  a
   derivative  lawsuit)  involving the corporate agent by reason of his being or
   having been a  corporate  agent if (a) the agent acted in good faith and in a
   manner he reasonably  believed to be in or not opposed to the best  interests
   of the  corporation,  and (b) with  respect to any criminal  proceeding,  the
   corporate agent had no reasonable  cause to believe his conduct was unlawful.
   For purposes of the Act, the term  "corporate  agent" includes any present or
   former director, officer, employee or agent of the corporation,  and a person
   serving as a  "corporate  agent" at the  request of the  corporation  for any
   other enterprise.

                     With respect to any derivative  action,  the corporation is
   empowered to indemnify a corporate  agent  against his expenses  (but not his
   liabilities)  incurred  in  connection  with  any  proceeding  involving  the
   corporate  agent by reason of his being or having been a  corporate  agent if
   the agent acted in good faith and in a manner he reasonably believed to be in
   or not opposed to the best interests of the  corporation.  However,  only the
   court in which the  proceeding  was  brought  can  empower a  corporation  to
   indemnify a corporate agent against expenses with respect to any claim, issue
   or  matter  as to which  the agent was  adjudged  liable  for  negligence  or
   misconduct.

                     The  corporation  may  indemnify  a  corporate  agent  in a
   specific case if a  determination  is made by any of the  following  that the
   applicable  standard of conduct  was met:  (i) the Board of  Directors,  or a
   committee  thereof,  acting  by a  majority  vote of a quorum  consisting  of
   disinterested directors; (ii) by independent legal counsel, if there is not a
   quorum of  disinterested  directors or if the  disinterested  quorum empowers
   counsel to make the determination; or (iii) by the shareholders.

                     A corporate agent is entitled to mandatory  indemnification
   to the extent that the agent is  successful on the merits or otherwise in any
   proceeding, or in defense of any claim, issue or matter in the proceeding. If
   a corporation  fails or refuses to indemnify a corporate  agent,  whether the
   indemnification is permissive or mandatory, the agent may apply to a court to
   grant him the requested indemnification.  In advance of the final disposition
   of a proceeding,  the  corporation  may pay an agent's  expenses if the agent
   agrees  to repay  the  expenses  unless  it is  ultimately  determined  he is
   entitled to indemnification.

                     LIMITATION ON LIABILITY.  Article VII of the certificate of
incorporation of the Company provides:

                     A  director  or  officer  of the  Corporation  shall not be
            personally liable to the Corporation or its shareholders for damages
            for breach of any duty owed to the Corporation or its  shareholders,
            except that this  provision  shall not relieve a director or officer
            from  liability for any breach of duty based upon an act or omission
            (i) in breach of such person's duty of loyalty to the Corporation or
            its  shareholders,  (ii) not in good  faith or  involving  a knowing
            violation of law, or (iii) resulting in receipt by such person of an
            improper  personal benefit.  If the New Jersey Business  Corporation
            Act is amended after approval by the  shareholders of this provision
            to authorize  corporate  action further  eliminating or limiting the
            personal liability of directors or officers, then the liability of a
            director  and/or officer of the  Corporation  shall be eliminated or
            limited to the fullest extent  permitted by the New Jersey  Business
            Corporation Act as so amended.

                     Any repeal or  modification  of the foregoing  paragraph by
            the shareholders of the Corporation or otherwise shall not adversely
            affect  any right or  protection  of a  director  or  officer of the
            Corporation existing at the time of such repeal or modification.

   The New Jersey Business Corporation Act, as it affects  exculpation,  has not
   been changed since the adoption of this provision by the Company in 1987.

   ITEM 7.           Exemption from Registration Claimed.

                     Not applicable.

   ITEM 8.           Exhibits.

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

            23(a)    Consent of KPMG Peat Marwick LLP.

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

            99       1996 Incentive Stock Option Plan.

   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  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 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  requirements  of the  Securities  Act of 1933,  as
   amended,  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
   the ___ day of April, 1997.

                                             VALLEY NATIONAL BANCORP

                                             By:  /S/ GERALD H. LIPKIN
                                                  -----------------------------
                                                  Chairman, President and Chief
                                                  Executive Officer

            Pursuant  to the  requirements  of the  Securities  Act of 1933,  as
   amended, this registration statement has been signed by the following persons
   in the capacities and on the dates indicated.

    Signature                      Title                                 Date

     /S/ GERALD H. LIPKIN     Chairman, President,                April 15, 1997
     --------------------   Chief Executive Officer
   Gerald H. Lipkin           and Director

   /S/ PETER SOUTHWAY         Vice Chairman,                      April 15, 1997
   ---------------------      and Director
   Peter Southway

   /S/ SAM P. PINYUH          Executive Vice President            April 15, 1997
   ----------------------     and Director
   Sam P. Pinyuh

   /S/ ALAN D. ESKOW         Corporate Secretary and              April 15, 1997
   ----------------------     Senior Vice President
   Alan D. Eskow              (Principal Accounting
                                       Officer)

   /S/ ANDREW B. ABRAMSON              Director                   April 15, 1997
   ----------------------
   Andrew B. Abramson

   /S/ PAMELA BRONANDER                Director                   April 15, 1997
   ----------------------
   Pamela Bronander

   /S/ JOSEPH COCCIA, JR.              Director                   April 15, 1997
   ----------------------
   Joseph Coccia, Jr.

   /S/ AUSTIN C. DRUKKER               Director                   April 15, 1997
   ----------------------
   Austin C. Drukker

                                       Director                   April 15, 1997
   ----------------------
   Willard L. Hedden

   /S/ GRAHAM O. JONES                 Director                   April 15, 1997
   ----------------------
   Graham O. Jones

   /S/ WALTER H. JONES, III            Director                   April 15, 1997
   ------------------------
   Walter H. Jones, III

   /S/ GERALD KORDE                    Director                   April 15, 1997
   ----------------------
   Gerald Korde

   /S/ JOLEEN MARTIN                   Director                   April 15, 1997
   ----------------------
   Joleen Martin

   /S/ ROBERT E. MCENTEE               Director                   April 15, 1997
   ----------------------
   Robert E. McEntee

   /S/ WILLIAM MCNEAR                  Director                   April 15, 1997
   ----------------------
   William McNear

   /S/ ROBERT RACHESKY                 Director                   April 15, 1997
   ----------------------
   Robert Rachesky

   /S/ BARNETT RUKIN                   Director                   April 15, 1997
   ----------------------
   Barnett Rukin

   /S/ RICHARD F. TICE                 Director                   April 15, 1997
   ----------------------
   Richard F. Tice

   /S/ LEONARD VORCHEIMER              Director                   April 15, 1997
   ----------------------
   Leonard Vorcheimer

   /S/ JOSEPH L. VOZZA                 Director                   April 15, 1997
   ----------------------
   Joseph L. Vozza
INDEX TO EXHIBITS

   Exhibit No.                Description

        5                     Opinion of Pitney, Hardin, Kipp & Szuch

      23(a)                   Consent of KPMG Peat Marwick LLP

       99                     1996 Incentive Stock Option Plan