FORM OF CONSENT OF SANDLER O'NEILL & PARTNERS, L.P.



We  hereby  consent  to the  inclusion  of our  opinion  letter  to the Board of
Directors of Valley National  Bancorp (the "Company") as Appendix D to the Joint
Proxy Statement-Prospectus relating to the proposed merger of Merchants New York
Bancorp  with and into the Company  contained in the  Registration  Statement on
Form S-4 as filed  with  the  Securities  and  Exchange  Commission  on the date
hereof,  and to the  references to our firm and such opinion in such Joint Proxy
Statement-Prospectus.  In giving  such  consent,  we do not  admit  that we come
within the category of persons whose consent is required  under Section 7 of the
Securities Act of 1933, as amended (the "Act"),  or the rules and regulations of
the Securities and Exchange Commission thereunder (the "Regulations"), nor do we
admit  that we are  experts  with  respect  to any  part  of  such  Registration
Statement  within the  meaning of the term  "experts"  as used in the Act or the
Regulations.




____________, 2000