VALLEY NATIONAL BANCORP
8-K/A, 1995-07-14
NATIONAL COMMERCIAL BANKS
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549


                           FORM 8-K/A

                         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)


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Item 7.   Financial Statements and Exhibits.

(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        Consent of Stephen P. Radics & Co. (Previously
               filed).

     99.1      Report of Stephen P. Radics & Co.

     99.2      Press Release dated June 30, 1995 (Previously
               filed).
<PAGE>
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                           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 14, 1995               By: JACK M. BLACKIN
                                       -------------------------
                                       Jack M. Blackin
                                       Assistant Secretary and
                                       Senior Vice President
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                        INDEX TO EXHIBITS

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

     99.1      Report of Stephen P. Radics & Co.



                                                     Exhibit 99.1

                  INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
Lakeland First Financial Group, Inc.

We have audited the accompanying consolidated balance sheets of
Lakeland First Financial Group, Inc. (the "Corporation") and
Subsidiaries as of June 30, 1993 and 1994, and the related
consolidated statements of income, changes in stockholders equity
and cash flows for each of the years in the three-year period
ended June 30, 1994.  These consolidated financial statements are
the responsibility of the Corporation's management.  Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management as
well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Lakeland First Financial Group, Inc. and Subsidiaries
as of June 30, 1993 and 1994, and the results of their operations
and their cash flows for each of the years in the three-year
period ended June 30, 1994, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to consolidated financial statements, the
Corporation changed its method of accounting for income taxes
during the year ended June 30, 1993.

                                          STEPHEN P. RADICS & CO.

July 22, 1994
Haledon, New Jersey



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