8-K

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


               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549


                            FORM 8-K

                         CURRENT REPORT


             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported) June 30, 1995


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


                           New Jersey
         (State or other jurisdiction of incorporation)

            0-11179                       22-2477875
  (Commission File Number)   (IRS Employer Identification No.)

            1455 Valley Road, Wayne, New Jersey 07470
            (Address of principal executive offices)

                         (201) 305-8800
      (Registrant's telephone number, including area code)


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



Item 2.   Acquisition or Disposition of Assets.

     Effective on June 30, 1995 (the "Effective Time"), Lakeland
First Financial Group, Inc. ("Lakeland") merged (the "Merger")
with and into Valley National Bancorp ("Valley") pursuant to the
Amended and Restated Agreement and Plan of Merger dated as of
April 21, 1995 (the "Merger Agreement"), between Valley,
Lakeland, Lakeland Savings Bank (the "Bank") and Valley National
Bank ("VNB").  Pursuant to a separate merger agreement between
VNB and the Bank, the Bank was merged with and into VNB
immediately following consummation of the Merger.

     Valley is the parent corporation and bank holding company of
VNB, a national banking association that provides a wide range of
commercial and retail banking services and trust services in New
Jersey.  The principal executive offices of Valley and VNB are
located at 1455 Valley Road, Wayne, New Jersey 07470.  As of
March 31, 1995, Valley's total assets, loans and deposits were
$3.8 billion, $2.2 billion and $3.4 billion, respectively and
Valley operated through 64 branches in New Jersey.

     Prior to the Effective Time, Lakeland was the parent
corporation and bank holding company of the Bank, a
community-oriented institution offering a variety of financial
services in New Jersey.  The principal executive offices of
Lakeland and the Bank were located at 250 Route 10, Succasunna,
New Jersey 07876.  As of March 31, 1995, Lakeland had total
assets, loans and deposits of $676 million, $397 million and $545
million, respectively and operated its business through its main
office and 16 branch offices located in Morris, Warren, and
Sussex Counties, New Jersey.
 
     As a result of the Merger, each outstanding share of
Lakeland common stock, $0.10 par value ("Lakeland Common Stock"),
has been converted into 1.286 shares of Valley common stock, no
par value ("Valley Common Stock"), with cash to be paid in lieu
of fractional shares of Valley Common Stock.  As of June 30,
1995, there were 3,999,000 shares of Lakeland Common Stock issued
and outstanding, resulting in the issuance by Valley of 5,142,714
shares of Valley Common Stock, less fractional shares paid out in
cash.  Each of the options to purchase Lakeland Common Stock
outstanding on June 30, 1995 (a "Lakeland Option") granted under
the 1986 Stock Option and Incentive Plan of Lakeland will be
converted into either Valley Common Stock or an option to
purchase Valley Common Stock, at the election of the holder of
such Lakeland Option.  The consideration involved in the Merger
was a result of negotiations between Valley and Lakeland and was
evaluated and determined to be fair by Lakeland's financial
advisors.
     
     Valley filed a Registration Statement on Form S-4 (File No.
33-58497) with the Securities and Exchange Commission (the
"Commission") to register under the Securities Act of 1933 the
securities issued by Valley in connection with the Merger.  The
Merger was approved by the shareholders of Lakeland at a special
meeting held on June 6, 1995.  The Merger will be accounted for
by Valley as a pooling-of interests for financial reporting
purposes.


Item 7.   Financial Statements and Exhibits.

(a)  Financial Statements of Business Acquired.

     The following audited financial statements of Lakeland are
     incorporated by reference into this report from the Annual
     Report of Lakeland on Form 10-K for the fiscal year ended
     June 30, 1994, previously filed with the Commission:

          Consolidated Statements of Income for each of the
          three fiscal years in the period ended June 30,
          1994.

          Consolidated Balance Sheets as of June 30, 1994
          and 1993.

          Consolidated Statements of Changes in
          Stockholders' Equity for each of the three fiscal
          years in the period ended June 30, 1994.

          Consolidated Statements of Cash Flows for each of
          the three fiscal years in the period ended June
          30, 1994.

          Notes to Consolidated Financial Statements.

     Pursuant to paragraph (a)(2) of Item 7 of Form 8-K, a
     manually signed accountants' report with respect to the
     above-referenced audited financial statements is included as
     an exhibit to this Form 8-K.

     The following unaudited interim financial statements of
     Lakeland are incorporated by reference into this report from
     the Quarterly Report of Lakeland on Form 10-Q for the fiscal
     quarter ended March 31, 1995, previously filed with the
     Commission:

          Unaudited Consolidated Statements of Income for the
          nine- and three-month periods ended March 31, 1995 and 1994.

          Unaudited Consolidated Balance Sheets as of March
          31, 1995 and June 30, 1994.

          Unaudited Consolidated Statements of Cash Flows
          for the nine-month periods ended March 31, 1995
          and 1994.

          Notes to Consolidated Financial Statements.


(b)  Pro Forma Financial Information

     The following required pro forma financial information is
     not available at the time this Current Report on Form 8-K is
     filed.  Pursuant to Items 7(b)(2) and 7(a)(4) of Form 8-K,
     this information will be filed with the Commission under
     cover of Form 8 as soon as practicable, but not later than
     60 days after the date on which this Current Report on Form
     8-K is filed:

          Valley's pro forma condensed statement of
          condition as of March 31, 1995 and pro forma
          condensed statements of income for the years ended
          December 31, 1994, 1993 and 1992 and for the
          three-month period ended March 31, 1995.


(c)  Exhibits

     2    Amended and Restated Agreement and Plan of Merger,
          dated as of April 21, 1995, among Valley, Lakeland, the
          Bank and VNB.  (Incorporated by reference from Valley's
          Registration Statement on Form S-4, File No. 33-58497,
          filed with the Commission (Annex A to the Proxy
          Statement/Prospectus contained therein)).

     23   Report and Consent of Stephen P. Radics & Co.

     99   Press Release dated June 30, 1995



                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

                                   VALLEY NATIONAL BANCORP

Dated: July 10, 1995               By: GERALD H. LIPKIN
                                       -------------------------
                                       Gerald H. Lipkin
                                       Chairman and Chief
                                       Executive Officer



                        INDEX TO EXHIBITS

Exhibit No.    Description
- -----------    -----------

     2         Amended and Restated Agreement and Plan of Merger,
               dated as of April 21, 1995, among Valley,
               Lakeland, the Bank and VNB.  (Incorporated by
               reference from Valley's Registration Statement on
               Form S-4, File No. 33-58497, filed with the
               Commission (Annex A to the Proxy
               Statement/Prospectus contained therein).

     23        Report and Consent of Stephen P. Radics & Co.

     99        Press Release dated June 30, 1995

EX-23

                                                       Exhibit 23

       CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


     We hereby consent to the incorporation by reference into the
Registration Statement on Form S-8 (File No. 33-56933) of Valley
National Bancorp of our report dated July 22, 1994, included in the
1994 annual report to stockholders of Lakeland First Financial
Group, Inc. (the "Company"), which is incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended June
30, 1994.


                                          STEPHEN P. RADICS & CO.


July 5, 1995

Haledon, New Jersey

EX-99

                                                       Exhibit 99

For Immediate Release:  June 30, 1995

VALLEY NATIONAL BANCORP COMPLETES MERGER WITH LAKELAND FIRST
FINANCIAL GROUP

WAYNE, NJ -- Gerald H. Lipkin, Chairman and Chief Executive
Officer of Valley National Bancorp (NYSE: VLY) announced today
the completion of the previously announced merger with Lakeland
First Financial Group, based in Succasunna, New Jersey.

As a result of the merger, Lakeland First Financial Group
shareholders received 1.286 shares of Valley common stock for
each share of Lakeland common stock that they own.  Lakeland
First Financial Group has 3,999,000 outstanding shares of common
stock.

Lakeland Savings Bank, its principal subsidiary, has
approximately $680 million in assets and operates sixteen branch
offices in Morris, Sussex, and Warren counties.

Lipkin noted, "The merger with Lakeland is consistent with
Valley's strategy of growth within New Jersey through
acquisitions of other strong financial institutions.  It will
expand Valley's branch network in Morris county and extend the
bank into two new counties, Sussex and Warren."

The merger increases Valley National's total assets to
approximately $4.5 billion and its branch network to 81 offices
in 59 communities in Bergen, Essex, Hudson, Middlesex, Morris,
Passaic, Somerset, Sussex, Union, and Warren counties.