<PAGE>


     As Filed with the Securities and Exchange Commission on August 8, 2003

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



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               SEDONA CORPORATION
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

               PENNSYLVANIA                           95-4091769
    -------------------------------      ---------------------------------------
    (State or Other Jurisdiction of      (I.R.S. Employer Identification Number)
     Incorporation or Organization)


                         1003 West 9th Avenue, 2nd Floor
                       King of Prussia, Pennsylvania 19406
                                 (610) 337-8400
                    -----------------------------------------
                        (Address, including zip code, and
                    telephone number, including area code, of
                    Registrant's principal executive offices)

                              Consulting Agreements
               ---------------------------------------------------
                            (Full title of the plan)

                                 Marco A. Emrich
                      President and Chief Executive Officer
                         1003 West 9th Avenue, 2nd Floor
                       King of Prussia, Pennsylvania 19406
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (610) 337-8400
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Robert B. Murphy, Esq.
                           Enger McCartney-Smith, Esq.
                               Pepper Hamilton LLP
                                 Hamilton Square
                           600 Fourteenth Street, N.W.
                           Washington, D.C. 20005-2004
                                  202-220-1200



<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
                                                       Proposed               Proposed
      Title of shares              Amount          maximum offering      maximum aggregate          Amount of
     to be registered         to be registered      price per share      offering price (1)      registration fee
---------------------------------------------------------------------------------------------------------------------
            <S>                     <C>                  <C>                     <C>                    <C>
       Common Stock            3,000,000 (2)            $0.18 (3)             $540,000                 $43.69
     ($.01 par value)
=====================================================================================================================
</TABLE>

(1)  Consists of shares purchasable upon exercise of outstanding options to
     purchase common stock.

(2)  Consists of 3,000,000 shares issuable under the SEDONA Corporation 2000
     Incentive Stock Option Plan

(3)  Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
     calculating the registration fee on the basis of the average of the high
     and low sales prices of shares of common stock on the Over the Counter
     Bulletin Board on August 7, 2003 with respect to the 3,000,000 shares
     subject to future grant under the Plan.



                                      -2-
<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

                  The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participants in the Plan as specified by
Rule 428(b)(1) of the Securities Act. Such documents are not being filed with
the Securities and Exchange Commission (the "Commission"), but constitute, along
with the documents incorporated by reference into this Registration Statement, a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.           Registrant Information and Employee Plan Annual Information.

                  SEDONA Corporation. (the "Registrant") will furnish without
charge to each person to whom the prospectus is delivered, upon the written or
oral request of such person, a copy of any and all of the documents incorporated
by reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).
Requests should be directed to SEDONA Corporation, 1003 West 9th Avenue, 2nd
Floor, King of Prussia, PA 19406, Attention: Corporate Secretary; telephone
number (610) 337-8400.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents which have been filed by the
Registrant with the Commission are incorporated by reference into this
Registration Statement:

                  (a) The Registrant's prospectus filed pursuant to Rule 424(b)
under the Exchange Act on June 23, 2003.

                  (b) The Registrant's Annual Report on Form 10-K for the Fiscal
Year ended December 31, 2002.

                  (c) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2003.

                  (d) The Registrant's Current Report on Form 8-K dated June 27,
2003.

                  (e) The description of the Common Stock contained in the
Registrant's Rule 424(b) prospectus filed June 23, 2003 with the Commission
under the Securities Exchange Act of 1934 and including any amendments or
reports filed for the purpose of updating such description in which there is
described the terms, rights and provisions applicable to our Common Stock.


                                      -3-
<PAGE>


                  All documents filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  The Pennsylvania Business Corporation Law of 1988, as amended
(the "BCL"), permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by them in connection with any
pending, threatened or completed action or proceeding, and permits such
indemnification against expenses (including attorney's fees) incurred by them in
connection with any pending, threatened or completed derivative action, if the
director or officer has acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. Pennsylvania law requires that a corporation
indemnify its directors and officers against expenses (including attorney's
fees) actually and reasonably incurred by them in connection with any action or
proceeding, including derivative actions, to the extent that such person has
been successful on the merits or otherwise in defense of the action or in
defense of any claim, issue or matter therein. Furthermore, Pennsylvania law
provides that expenses incurred in defending any action or proceeding may be
paid by the corporation in advance of the final disposition upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined that the director or officer is not entitled to be
indemnified by the corporation.

                  In Pennsylvania, the statutory provisions for indemnification
and advancement of expenses, including Sections 1741-1750 of the BCL, are
non-exclusive with respect to any other rights, such as contractual rights or
under a by-law or vote of shareholders or disinterested directors, to which a
person seeking indemnification or advancement of expenses may be entitled. Such
contractual or other rights may, for example, under Pennsylvania law, provide
for indemnification against judgments, fines and amounts paid in settlement
incurred by the indemnified person in connection with derivative actions.

                  Pennsylvania law permits such derivative action
indemnification in any case except where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.


                                      -4-
<PAGE>


                  The provisions of Article VII of the Company's by-laws (the
"By-laws") require or authorize indemnification of officers and directors in all
situations in which it is not expressly prohibited by law. At the present time,
the limitations on indemnification would be dictated by the BCL and related
legislation, which prohibit indemnification where the conduct is determined by a
court to constitute willful misconduct or recklessness. Subject to these
statutory limitations, the By-laws specifically authorize indemnification
against both judgments and amounts paid in settlement of derivative suits. These
provisions also authorize indemnification for negligence or gross negligence and
for punitive damages and specific liabilities incurred under the federal
securities laws. The By-laws also prohibit indemnification attributable to
receipt from the Company of a personal benefit to which the recipient is not
legally entitled.

                  Under the indemnification provisions of the By-laws, a person
who has incurred an indemnifiable expense or liability would have a right to be
indemnified, and that right would be enforceable against the Company as long as
indemnification is not prohibited by law. To the extent indemnification is
permitted only for a portion of a liability, the By-laws also require the
Company to indemnify such portion.

                  Section 7.03 of the By-laws provides that the financial
ability of a person to be indemnified to repay an advance of indemnifiable
expenses is not a prerequisite to the making of the advance.

                  Section 7.06 of the By-laws provides that any dispute
concerning a person's right to indemnification or advancement of expenses
thereunder will be resolved only by arbitration by three persons, each of whom
is required to have been a director or executive officer of a corporation whose
shares, during at least one year of such service, were listed on the New York
Stock Exchange or the American Stock Exchange or were quoted on the Nasdaq
system. The Company also is obligated to pay the expenses (including attorney's
fees) incurred by any person who is successful in the arbitration. The
arbitration provisions effectively waive the Company's right to have a court
determine the unavailability of indemnification in cases involving willful
misconduct or recklessness.

                  Section 7.07 of the By-laws provides that in circumstances in
which indemnification is held to be unavailable, the Company must contribute to
the liabilities to which a director or officer may be subject in such proportion
as is appropriate to reflect the intent of the indemnification provisions of the
By-laws. Since the foregoing provisions purport to provide partial relief to
directors and officers in circumstances in which the law or public policy is
construed to prohibit indemnification, substantial uncertainties exist as to the
enforceability of the provisions in such circumstances.

                  Section 7.10 of the By-laws also contains provisions stating
that the indemnification rights thereunder are not exclusive of any other rights
to which the person may be entitled under any statute, agreement, vote of
shareholders or disinterested directors or other arrangement.

                  All future directors and officers of the Company automatically
would be entitled to the protections of the indemnification provisions of the
By-laws at the time they assume office.


                                      -5-
<PAGE>


                  Pennsylvania law permits a corporation to purchase and
maintain insurance on behalf of any director or officer of the corporation
against any liability asserted against the director or officer and incurred in
such capacity, whether or not the corporation would have the power to indemnify
the director or officer against such liability. The directors and officers of
the Company are currently covered as insureds under a directors' and officers'
liability insurance policy.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:

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

         4.1               Articles of Incorporation of the Registrant
                           (Incorporated herein by reference to and as filed as
                           an Exhibit to the Registrant's Current Report on Form
                           8-K, dated June 15, 1992).

         4.2               Bylaws of the Registrant (Incorporated herein by
                           reference to and as filed as an Exhibit to the
                           Registrant's Current Report on Form 8-K, dated June
                           15, 1992).

         4.3               Amendment to Articles of Incorporation of the
                           Registrant (Incorporated herein by reference to and
                           as filed as an Exhibit to the Registrant's Annual
                           Report on Form 10-K for the fiscal year ended
                           December 31, 1995).

         4.4               SEDONA Corporation 2000 Incentive Stock Option Plan
                           as filed with the SEC on form S-8, April 30, 2001.

         5.1               Opinion of Pepper Hamilton LLP.

         10.48             Consulting Agreement dated May 6, 2003

         10.49             Consulting Agreement dated May 6, 2003

         10.50             Consulting Agreement dated May 3, 2003

         23.1              Consent of Ernst & Young LLP.

         23.2              Consent of Pepper Hamilton LLP (included in opinion
                           filed as Exhibit 5.1).

         24.1              Power of Attorney (included on signature pages).

Item 9.           Undertakings.

                  The undersigned Registrant hereby undertakes as follows:

                                      -6-
<PAGE>

                  (a) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, a post-effective amendment
to this Registration Statement:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which is registered) and any deviation from the low or high end of
the estimated maximum range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in "Calculation of Registration Fee" table in
the effective Registration Statement.

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

                  (b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      -7-


<PAGE>
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of King of Prussia, Commonwealth of Pennsylvania, on
August 8, 2003.

                               SEDONA CORPORATION


                               By: Marco A. Emrich
                                   -------------------------------------
                                   Marco A. Emrich
                                   President and Chief Executive Officer


                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Marco A. Emrich his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                                           Title                                   Date
              ---------                                           -----                                   ----
                 <S>                                                <C>                                       <C>
           Marco A. Emrich             President and Chief Executive Officer (Principal              August 8, 2003
--------------------------------------                    Executive Officer)
           Marco A. Emrich


           Anita M. Primo            Controller and Acting Chief Financial Officer (Principal        August 8, 2003
--------------------------------------      Financial Officer and Principal Accounting Officer)
           Anita M. Primo

           David R. Vey                               Chairman of the Board                          August 8, 2003
--------------------------------------
           David R. Vey

        Michael A. Mulshine                                Director                                  August 8, 2003
--------------------------------------
        Michael A. Mulshine

        Victoria V. Looney                                 Director                                  August 8, 2003
--------------------------------------
        Victoria V. Looney

        Jack A. Pellicci                                   Director                                  August 8, 2003
--------------------------------------
        Jack A. Pellicci

        James Sargent                                      Director                                  August 8, 2003
--------------------------------------
        James Sargent

        Robert M. Shapiro                                  Director                                  August 8, 2003
--------------------------------------
        Robert M. Shapiro

        James T. Womble                                    Director                                  August 8, 2003
--------------------------------------
        James T. Womble
</TABLE>
                                      -8-

<PAGE>


                                  EXHIBIT INDEX

         5.1          Opinion of Pepper Hamilton LLP.

         10.48        Consulting Agreement dated May 6, 2003

         10.49        Consulting Agreement dated May 6, 2003

         10.50        Consulting Agreement dated May 3, 2003

         23.1         Consent of Ernst & Young LLP.

         23.2         Consent of Pepper Hamilton LLP (included in Exhibit 5.1).

         24.1         Power of Attorney (included on signature pages).


                                      -9-
[{"type": "S-8", "sequence": "1", "filename": "seight.txt", "description": "S-8", "secsgml_size_bytes": 24625}]
{"company-data": {"conformed-name": "SEDONA CORP", "cik": "0000764843", "assigned-sic": "7372", "irs-number": "954091769", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107831", "film-number": "03833182"}, "business-address": {"street1": "455 SOUTH GULPH ROAD", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406", "phone": "6104953003"}, "mail-address": {"street1": "455 SOUTH GULPH ROAD", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406"}, "former-company": [{"former-conformed-name": "SCAN GRAPHICS INC", "date-changed": "19920703"}, {"former-conformed-name": "CAPTIVE VENTURE CAPITAL INC", "date-changed": "19870519"}]}
As Filed with the Securities and Exchange Commission on August 8, 2003

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               SEDONA CORPORATION
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

               PENNSYLVANIA                           95-4091769
    -------------------------------      ---------------------------------------
    (State or Other Jurisdiction of      (I.R.S. Employer Identification Number)
     Incorporation or Organization)

                         1003 West 9th Avenue, 2nd Floor
                       King of Prussia, Pennsylvania 19406
                                 (610) 337-8400
                    -----------------------------------------
                        (Address, including zip code, and
                    telephone number, including area code, of
                    Registrant's principal executive offices)

                              Consulting Agreements
               ---------------------------------------------------
                            (Full title of the plan)

                                 Marco A. Emrich
                      President and Chief Executive Officer
                         1003 West 9th Avenue, 2nd Floor
                       King of Prussia, Pennsylvania 19406
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (610) 337-8400
           -----------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                             Robert B. Murphy, Esq.
                           Enger McCartney-Smith, Esq.
                               Pepper Hamilton LLP
                                 Hamilton Square
                           600 Fourteenth Street, N.W.
                           Washington, D.C. 20005-2004
                                  202-220-1200
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                       Proposed               Proposed
      Title of shares              Amount          maximum offering      maximum aggregate          Amount of
     to be registered         to be registered      price per share      offering price (1)      registration fee
---------------------------------------------------------------------------------------------------------------------
Common Stock            3,000,000 (2)            $0.18 (3)             $540,000                 $43.69
     ($.01 par value)
=====================================================================================================================
(1)  Consists of shares purchasable upon exercise of outstanding options to
     purchase common stock.

(2)  Consists of 3,000,000 shares issuable under the SEDONA Corporation 2000
     Incentive Stock Option Plan

(3)  Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
     calculating the registration fee on the basis of the average of the high
     and low sales prices of shares of common stock on the Over the Counter
     Bulletin Board on August 7, 2003 with respect to the 3,000,000 shares
     subject to future grant under the Plan.

                                      -2-
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

                  The document(s) containing the information specified in Part I
of Form S-8 will be sent or given to participants in the Plan as specified by
Rule 428(b)(1) of the Securities Act. Such documents are not being filed with
the Securities and Exchange Commission (the "Commission"), but constitute, along
with the documents incorporated by reference into this Registration Statement, a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2.           Registrant Information and Employee Plan Annual Information.

                  SEDONA Corporation. (the "Registrant") will furnish without
charge to each person to whom the prospectus is delivered, upon the written or
oral request of such person, a copy of any and all of the documents incorporated
by reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).
Requests should be directed to SEDONA Corporation, 1003 West 9th Avenue, 2nd
Floor, King of Prussia, PA 19406, Attention: Corporate Secretary; telephone
number (610) 337-8400.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents which have been filed by the
Registrant with the Commission are incorporated by reference into this
Registration Statement:

                  (a) The Registrant's prospectus filed pursuant to Rule 424(b)
under the Exchange Act on June 23, 2003.

                  (b) The Registrant's Annual Report on Form 10-K for the Fiscal
Year ended December 31, 2002.

                  (c) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2003.

                  (d) The Registrant's Current Report on Form 8-K dated June 27,
2003.

                  (e) The description of the Common Stock contained in the
Registrant's Rule 424(b) prospectus filed June 23, 2003 with the Commission
under the Securities Exchange Act of 1934 and including any amendments or
reports filed for the purpose of updating such description in which there is
described the terms, rights and provisions applicable to our Common Stock.

                                      -3-
All documents filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  The Pennsylvania Business Corporation Law of 1988, as amended
(the "BCL"), permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by them in connection with any
pending, threatened or completed action or proceeding, and permits such
indemnification against expenses (including attorney's fees) incurred by them in
connection with any pending, threatened or completed derivative action, if the
director or officer has acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. Pennsylvania law requires that a corporation
indemnify its directors and officers against expenses (including attorney's
fees) actually and reasonably incurred by them in connection with any action or
proceeding, including derivative actions, to the extent that such person has
been successful on the merits or otherwise in defense of the action or in
defense of any claim, issue or matter therein. Furthermore, Pennsylvania law
provides that expenses incurred in defending any action or proceeding may be
paid by the corporation in advance of the final disposition upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined that the director or officer is not entitled to be
indemnified by the corporation.

                  In Pennsylvania, the statutory provisions for indemnification
and advancement of expenses, including Sections 1741-1750 of the BCL, are
non-exclusive with respect to any other rights, such as contractual rights or
under a by-law or vote of shareholders or disinterested directors, to which a
person seeking indemnification or advancement of expenses may be entitled. Such
contractual or other rights may, for example, under Pennsylvania law, provide
for indemnification against judgments, fines and amounts paid in settlement
incurred by the indemnified person in connection with derivative actions.

                  Pennsylvania law permits such derivative action
indemnification in any case except where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

                                      -4-
The provisions of Article VII of the Company's by-laws (the
"By-laws") require or authorize indemnification of officers and directors in all
situations in which it is not expressly prohibited by law. At the present time,
the limitations on indemnification would be dictated by the BCL and related
legislation, which prohibit indemnification where the conduct is determined by a
court to constitute willful misconduct or recklessness. Subject to these
statutory limitations, the By-laws specifically authorize indemnification
against both judgments and amounts paid in settlement of derivative suits. These
provisions also authorize indemnification for negligence or gross negligence and
for punitive damages and specific liabilities incurred under the federal
securities laws. The By-laws also prohibit indemnification attributable to
receipt from the Company of a personal benefit to which the recipient is not
legally entitled.

                  Under the indemnification provisions of the By-laws, a person
who has incurred an indemnifiable expense or liability would have a right to be
indemnified, and that right would be enforceable against the Company as long as
indemnification is not prohibited by law. To the extent indemnification is
permitted only for a portion of a liability, the By-laws also require the
Company to indemnify such portion.

                  Section 7.03 of the By-laws provides that the financial
ability of a person to be indemnified to repay an advance of indemnifiable
expenses is not a prerequisite to the making of the advance.

                  Section 7.06 of the By-laws provides that any dispute
concerning a person's right to indemnification or advancement of expenses
thereunder will be resolved only by arbitration by three persons, each of whom
is required to have been a director or executive officer of a corporation whose
shares, during at least one year of such service, were listed on the New York
Stock Exchange or the American Stock Exchange or were quoted on the Nasdaq
system. The Company also is obligated to pay the expenses (including attorney's
fees) incurred by any person who is successful in the arbitration. The
arbitration provisions effectively waive the Company's right to have a court
determine the unavailability of indemnification in cases involving willful
misconduct or recklessness.

                  Section 7.07 of the By-laws provides that in circumstances in
which indemnification is held to be unavailable, the Company must contribute to
the liabilities to which a director or officer may be subject in such proportion
as is appropriate to reflect the intent of the indemnification provisions of the
By-laws. Since the foregoing provisions purport to provide partial relief to
directors and officers in circumstances in which the law or public policy is
construed to prohibit indemnification, substantial uncertainties exist as to the
enforceability of the provisions in such circumstances.

                  Section 7.10 of the By-laws also contains provisions stating
that the indemnification rights thereunder are not exclusive of any other rights
to which the person may be entitled under any statute, agreement, vote of
shareholders or disinterested directors or other arrangement.

                  All future directors and officers of the Company automatically
would be entitled to the protections of the indemnification provisions of the
By-laws at the time they assume office.

                                      -5-
Pennsylvania law permits a corporation to purchase and
maintain insurance on behalf of any director or officer of the corporation
against any liability asserted against the director or officer and incurred in
such capacity, whether or not the corporation would have the power to indemnify
the director or officer against such liability. The directors and officers of
the Company are currently covered as insureds under a directors' and officers'
liability insurance policy.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:

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

         4.1               Articles of Incorporation of the Registrant
                           (Incorporated herein by reference to and as filed as
                           an Exhibit to the Registrant's Current Report on Form
                           8-K, dated June 15, 1992).

         4.2               Bylaws of the Registrant (Incorporated herein by
                           reference to and as filed as an Exhibit to the
                           Registrant's Current Report on Form 8-K, dated June
                           15, 1992).

         4.3               Amendment to Articles of Incorporation of the
                           Registrant (Incorporated herein by reference to and
                           as filed as an Exhibit to the Registrant's Annual
                           Report on Form 10-K for the fiscal year ended
                           December 31, 1995).

         4.4               SEDONA Corporation 2000 Incentive Stock Option Plan
                           as filed with the SEC on form S-8, April 30, 2001.

         5.1               Opinion of Pepper Hamilton LLP.

         10.48             Consulting Agreement dated May 6, 2003

         10.49             Consulting Agreement dated May 6, 2003

         10.50             Consulting Agreement dated May 3, 2003

         23.1              Consent of Ernst & Young LLP.

         23.2              Consent of Pepper Hamilton LLP (included in opinion
                           filed as Exhibit 5.1).

         24.1              Power of Attorney (included on signature pages).

Item 9.           Undertakings.

                  The undersigned Registrant hereby undertakes as follows:

                                      -6-
(a) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, a post-effective amendment
to this Registration Statement:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which is registered) and any deviation from the low or high end of
the estimated maximum range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in "Calculation of Registration Fee" table in
the effective Registration Statement.

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;

provided, however, that paragraphs (i) and (ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

                  (b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -7-
SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of King of Prussia, Commonwealth of Pennsylvania, on
August 8, 2003.

                               SEDONA CORPORATION

                               By: Marco A. Emrich
                                   -------------------------------------
                                   Marco A. Emrich
                                   President and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Marco A. Emrich his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                           Title                                   Date
              ---------                                           -----                                   ----
Marco A. Emrich             President and Chief Executive Officer (Principal              August 8, 2003
--------------------------------------                    Executive Officer)
           Marco A. Emrich

           Anita M. Primo            Controller and Acting Chief Financial Officer (Principal        August 8, 2003
--------------------------------------      Financial Officer and Principal Accounting Officer)
           Anita M. Primo

           David R. Vey                               Chairman of the Board                          August 8, 2003
--------------------------------------
           David R. Vey

        Michael A. Mulshine                                Director                                  August 8, 2003
--------------------------------------
        Michael A. Mulshine

        Victoria V. Looney                                 Director                                  August 8, 2003
--------------------------------------
        Victoria V. Looney

        Jack A. Pellicci                                   Director                                  August 8, 2003
--------------------------------------
        Jack A. Pellicci

        James Sargent                                      Director                                  August 8, 2003
--------------------------------------
        James Sargent

        Robert M. Shapiro                                  Director                                  August 8, 2003
--------------------------------------
        Robert M. Shapiro

        James T. Womble                                    Director                                  August 8, 2003
--------------------------------------
        James T. Womble
-8-
EXHIBIT INDEX

         5.1          Opinion of Pepper Hamilton LLP.

         10.48        Consulting Agreement dated May 6, 2003

         10.49        Consulting Agreement dated May 6, 2003

         10.50        Consulting Agreement dated May 3, 2003

         23.1         Consent of Ernst & Young LLP.

         23.2         Consent of Pepper Hamilton LLP (included in Exhibit 5.1).

         24.1         Power of Attorney (included on signature pages).

                                      -9-