WASHINGTON, D.C. 20549
                   -------------------------------------------
                                     FORM 15

         Certification  and Notice of Termination of Registration  under Section
12(g)  of the  Securities  Exchange  Act of 1934 or  Suspension  of Duty to File
Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                         Commission File Number: 0-17992

                      Lakeland First Financial Group, Inc.
             (Exact Name of Registrant as specified in its charter)

                                  250 Route 10
                          Succasunna, New Jersey 07876
                                 (201) 584-6666
          (Address, including zip code, and telephone number, including
             area code of registrant's principal executive offices)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
            (Title of each class of securities covered by this Form)

                                      NONE
   (Titles of all other classes of securities for which a duty to file reports
under Section 13(a) or 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:




                                                                    
   Rule 12g-4(a)(1)(i)         [x]               Rule 12h-3(b)(1)(i)         [x]
   Rule 12g-4(a)(1)(ii)        [ ]               Rule 12h-3(b)(1)(ii)        [ ]
   Rule 12g-4(a)(2)(i)         [ ]               Rule 12h-3(b)(2)(i)         [ ]
   Rule 12g-4(a)(2)(ii)        [ ]               Rule 12h-3(b)(2)(ii)        [ ]



         Approximate  number of  holders  of record as of the  certification  or
notice date: 0

         Pursuant to the  requirements  of  Securities  Exchange Act of 1934, as
amended,    Lakeland   First   Financial    Group,    Inc.   has   caused   this
certification/notice  to be  signed  on  its  behalf  by  the  undersigned  duly
authorized person.

                               Valley National Bancorp, Successor by Merger to
                               Lakeland First Financial Group, Inc.

                                  ALAN D. ESKOW
DATE:  January 12, 1999      By:------------------------------------------------
                                  Alan D. Eskow
                                  Corporate Secretary and Senior Vice President