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) - October 14, 1994


                     VALLEY NATIONAL BANCORP
       (Exact Name of Registrant as Specified in Charter)


                           NEW JERSEY
         (State or Other Jurisdiction of Incorporation)

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

           1445 Valley Road, Wayne, New Jersey  07470
            (Address of Principal Executive Offices)

                         (201) 305-8800
                 (Registrant's Telephone Number)


Item 5 - Other Events

     On October 14, 1994, Valley National Bancorp ("Valley")
entered into a letter of intent to acquire American Union Bank
("American"), a $55 million, two office bank headquartered in
Union, New Jersey.  The acquisition is anticipated to be a tax free
merger in which the shareholders of American will receive 0.50
shares of Valley Common Stock ("Valley Stock") for each of the
549,970 outstanding shares of the common stock of American,
resulting in the issuance by Valley of 274,985 shares of Valley
Stock, or approximately one percent of Valley's outstanding shares.

     The announced merger is subject to the negotiation of a
mutually satisfactory definitive agreement and then is subject to,
among other conditions, the approval of the Department of Banking
of the State of New Jersey, the Comptroller of the Currency, and
American shareholders.  Pursuant to the merger, American will be
merged into Valley National Bank, Valley's commercial bank
subsidiary.  In connection with the letter of intent, American
granted Valley an option to purchase 180,000 shares of American's
authorized but unissued common stock under certain conditions.

Item 7 - Exhibits

     99.1  Press release, dated October 17, 1994

     99.2  Letter of Intent, dated October 14, 1994

     99.3  Stock Option Agreement, dated October 14, 1994

                           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: October 19, 1994            By:/s/ GERALD H. LIPKIN  
                                        Gerald H. Lipkin, Chairman
                                        Chief Executive Officer


                        INDEX TO EXHIBITS
  
99.1      Press Release, dated October 17, 1994
     
99.2      Letter of Intent, dated October 14, 1994

99.3      Stock Option Agreement, dated October 14, 1994