<PAGE>
 
  THIS IS A CONFIRMING ELECTRONIC FILING FOR FORM S-8 FILED ON MAY 19, 1995.

     As filed with the Securities and Exchange Commission on May 19, 1995
                                                       Registration No. 33-92512
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

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

                          Susquehanna Bancshares, Inc.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


        Pennsylvania                                      23-2201716
------------------------------------------       -------------------------------
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                      Identification No.)
                                                 
26 North Cedar Street, Lititz,                         
 Pennsylvania                                              17543
------------------------------------------       -------------------------------
(Address of Principal Executive Offices)                 (Zip Code)
 

           Susquehanna Bancshares, Inc. Employee Stock Purchase Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)


                               Richard M. Cloney
                                 Vice President
                          Susquehanna Bancshares, Inc.
                             26 North Cedar Street
                          Lititz, Pennsylvania  17543
--------------------------------------------------------------------------------
                    (Name and address of agent for service)


                                 (717) 626-4721
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)



                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
--------------------------------------------------------------------------------
                                          Proposed             
                                           maximum     Proposed                
                                          offering     maximum                 
                              Amount to     price     aggregate     Amount of  
    Title of securities          be          per      offering     registration
     to be registered        registered   share (1)   price (1)         fee    
--------------------------------------------------------------------------------
<S>                           <C>          <C>        <C>            <C>
Common Stock, par value
 $2.00 per share              500,000      $23.00     $11,500,000    $3,966.00
 
--------------------------------------------------------------------------------
</TABLE>

(1)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee based upon the average of the
     reported high and low sale prices of shares of Common Stock on May 15,
     1995, as reported on the National Association of Securities Dealers'
     National Market System.
--------------------------------------------------------------------------------
<PAGE>
 
                                 SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Lititz, Commonwealth of Pennsylvania, on this 18th
day of May, 1995.

                           SUSQUEHANNA BANCSHARES, INC.


                           By:  /s/ Richard M. Cloney
                                -----------------------------
                                Richard M. Cloney
                                Vice President


          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.  Each person, in so
signing, also makes, constitutes and appoints Robert S. Bolinger and Richard M.
Cloney, and each of such officers acting singly, his true and lawful attorney-
in-fact, in his name, place and stead to execute and cause to be filed with the
Securities and Exchange Commission any or all amendments to this Registration
Statement, with all exhibits and any and all documents required to be filed with
respect thereto, and to do and perform each and every act and thing necessary to
effectuate the same.


Signature                             Title                     Date
---------                             -----                     ----

 
/s/ Robert S. Bolinger       President and Chief Executive     May 17, 1995
------------------------     Officer and a Director                         
Robert S. Bolinger                             


/s/ J. Stanley Mull, Jr.     Vice President and Treasurer      May 17, 1995
------------------------     (Principal Financial and
J. Stanley Mull, Jr.         Accounting Officer)
                                       


/s/ Richard M. Cloney        Vice President, Secretary and     May 17, 1995
------------------------     a Director                                       
Richard M. Cloney             


/s/ John M. Denlinger        Director                          May 17, 1995
------------------------
John M. Denlinger


/s/ Henry H. Gibbel          Director                          May 17, 1995
------------------------
Henry H. Gibbel
<PAGE>
 
                                 Director            May __, 1995 
----------------------------
Richard E. Funke


/s/ George J. Morgan             Director            May 17, 1995
----------------------------                                     
George J. Morgan


/s/ James G. Apple               Director            May 16, 1995
----------------------------                                     
James G. Apple


                                 Director            May __, 1995 
----------------------------
Edward W. Helfrick


/s/ Roger V. Weist               Director            May 16, 1995 
----------------------------
Roger V. Weist


/s/ Peter J. Goodwin             Director            May 16, 1995
----------------------------
Peter J. Goodwin


/s/ T. Max Hall                  Director            May 16, 1995
----------------------------
T. Max Hall


/s/ Raymond M. O'Connell         Director            May 16, 1995
----------------------------                                     
Raymond M. O'Connell


                                 Director            May __, 1995 
----------------------------
Donald W. Gentzler


                                 Director            May __, 1995 
----------------------------
C. William Hetzer, Jr.


                                 Director            May __, 1995 
----------------------------
Robert C. Reymer, Jr.


                                 Director            May __, 1995  
----------------------------
Jacob K. Kurtz, Jr.
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

          The following documents, as filed by Susquehanna Bancshares, Inc.
(herein the "Registrant") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement and made a part hereof:

                 (a)  The Registrant's latest annual report, filed pursuant to
       Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

                 (b)  All other reports filed pursuant to Section 13(a) or 15(d)
       of the Securities Exchange Act of 1934 since the end of the fiscal year
       covered by the annual report referred to in (a) above.

                 (c)  The description of the Common Stock of the Registrant
       contained in a registration statement filed under the Securities Exchange
       Act of 1934, including any amendment or report filed for the purpose of
       updating such description.

       All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment that indicates that
all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.  Any statement
contained in any document, all or a portion of which is incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.


Item 4.  Description of Securities.
         ------------------------- 

       Not applicable.


Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

       Not applicable.


Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

       Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person 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.  In the case of actions against a director or
officer by or in the right of the corporation, the power to indemnify extends
only to expenses (not judgments and amounts paid in settlement) and such power
generally does not exist if the person otherwise entitled to

                                     II-1
<PAGE>
 
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses.  Under Section 1743 of the
BCL, the corporation is required to indemnify directors and officers against
expenses they may incur in defending actions against them in such capacities if
they are successful on the merits or otherwise in the defense of such actions.
Under Section 1745 of the BCL, a corporation may pay the expenses of a director
or officer incurred in defending an action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking from such person to repay the
amounts advanced unless it is ultimately determined that such person is entitled
to indemnification from the corporation.  Article XIV of the Registrant's Bylaws
provides indemnification of directors, officers and other agents of the
Registrant and advancement of expenses to the extent otherwise permitted by
Sections 1741, 1742 and 1745 of the BCL.  Article XIV of the Registrant's Bylaws
conditions any indemnification or advancement of expenses upon a determination,
made in accordance with the procedures specified in Section 1744 of the BCL, by
the Registrant's directors or shareholders that indemnification or advancement
of expenses is proper because the director or officer met the standard of
conduct set forth in Section 1741 or 1742 of the BCL, as applicable.

       Section 1746 of the BCL grants a corporation broad authority to indemnify
its directors, officers and other agents for liabilities and expenses incurred
in such capacity, except in circumstances 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.  Pursuant to the authority of
Section 1746 of the BCL, the Registrant has also entered into employment
agreements with certain principal officers which also provide for
indemnification in connection with the performance of their offices.  As
permitted by the BCL and the Registrant's Articles of Incorporation, the
Registrant maintains on behalf of its directors and officers insurance
protection against certain liabilities arising out of their service in such
capacities.


Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

       Not applicable.


Item 8.  Exhibits.
         -------- 

       The following is a list of exhibits filed as part of this Registration
Statement.

Exhibit Number              Exhibit
--------------              -------

5.1                 Opinion of Morgan, Lewis & Bockius
       
23.1                Consent of Coopers & Lybrand, L.L.P.
       
23.2                Consent of Morgan, Lewis & Bockius (included as part of 
                    Exhibit 5.1)   
       
24.1                Power of Attorney (included as part of the signature page)
       
99.1                Susquehanna Bancshares, Inc. Employee Stock Purchase Plan


                                     II-2
<PAGE>
 
Item 9.  Undertakings.
         ------------ 

            (a)  The undersigned Registrant hereby undertakes:

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

                      (i)  To include any prospectus required by Section
            10(a)(3) of the Securities Act of 1933;

                      (ii)  To reflect in the prospectus any facts or events
            arising after the effective date of the registration statement (or
            the most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental change in
            the information set forth in the registration statement; and

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

                 Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii)
                 -----------------
of this section do not apply if 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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                 (2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

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

          (b)  The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of a plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) 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.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                     II-3
<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE> 
<CAPTION>                                         
Exhibit                                                                        Sequentially
Number                              Exhibit                                    Numbered Page
------                              -------                                    -------------
<S>            <C>                                                              <C> 
 5.1    -      Opinion of Morgan, Lewis & Bockius
             
23.1    -      Consent of Coopers & Lybrand, L.L.P.
             
23.2    -      Consent of Morgan, Lewis & Bockius (included as
               part of Exhibit 5.1)
             
24.1    -      Power of Attorney (included as part of the signature page)
             
99.1    -      Susquehanna Bancshares, Inc. Employee Stock Purchase Plan
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18804}]
THIS IS A CONFIRMING ELECTRONIC FILING FOR FORM S-8 FILED ON MAY 19, 1995.

     As filed with the Securities and Exchange Commission on May 19, 1995
                                                       Registration No. 33-92512
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

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

                          Susquehanna Bancshares, Inc.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

        Pennsylvania                                      23-2201716
------------------------------------------       -------------------------------
  (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                      Identification No.)
                                                 
26 North Cedar Street, Lititz,                         
 Pennsylvania                                              17543
------------------------------------------       -------------------------------
(Address of Principal Executive Offices)                 (Zip Code)
 

           Susquehanna Bancshares, Inc. Employee Stock Purchase Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                               Richard M. Cloney
                                 Vice President
                          Susquehanna Bancshares, Inc.
                             26 North Cedar Street
                          Lititz, Pennsylvania  17543
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (717) 626-4721
--------------------------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                          Proposed             
                                           maximum     Proposed                
                                          offering     maximum                 
                              Amount to     price     aggregate     Amount of  
    Title of securities          be          per      offering     registration
     to be registered        registered   share (1)   price (1)         fee    
--------------------------------------------------------------------------------
Common Stock, par value
 $2.00 per share              500,000      $23.00     $11,500,000    $3,966.00
 
--------------------------------------------------------------------------------
(1)  Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
     purpose of calculating the registration fee based upon the average of the
     reported high and low sale prices of shares of Common Stock on May 15,
     1995, as reported on the National Association of Securities Dealers'
     National Market System.
--------------------------------------------------------------------------------
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Lititz, Commonwealth of Pennsylvania, on this 18th
day of May, 1995.

                           SUSQUEHANNA BANCSHARES, INC.

                           By:  /s/ Richard M. Cloney
                                -----------------------------
                                Richard M. Cloney
                                Vice President

          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.  Each person, in so
signing, also makes, constitutes and appoints Robert S. Bolinger and Richard M.
Cloney, and each of such officers acting singly, his true and lawful attorney-
in-fact, in his name, place and stead to execute and cause to be filed with the
Securities and Exchange Commission any or all amendments to this Registration
Statement, with all exhibits and any and all documents required to be filed with
respect thereto, and to do and perform each and every act and thing necessary to
effectuate the same.

Signature                             Title                     Date
---------                             -----                     ----

 
/s/ Robert S. Bolinger       President and Chief Executive     May 17, 1995
------------------------     Officer and a Director                         
Robert S. Bolinger                             

/s/ J. Stanley Mull, Jr.     Vice President and Treasurer      May 17, 1995
------------------------     (Principal Financial and
J. Stanley Mull, Jr.         Accounting Officer)
                                       

/s/ Richard M. Cloney        Vice President, Secretary and     May 17, 1995
------------------------     a Director                                       
Richard M. Cloney             

/s/ John M. Denlinger        Director                          May 17, 1995
------------------------
John M. Denlinger

/s/ Henry H. Gibbel          Director                          May 17, 1995
------------------------
Henry H. Gibbel
Director            May __, 1995 
----------------------------
Richard E. Funke

/s/ George J. Morgan             Director            May 17, 1995
----------------------------                                     
George J. Morgan

/s/ James G. Apple               Director            May 16, 1995
----------------------------                                     
James G. Apple

                                 Director            May __, 1995 
----------------------------
Edward W. Helfrick

/s/ Roger V. Weist               Director            May 16, 1995 
----------------------------
Roger V. Weist

/s/ Peter J. Goodwin             Director            May 16, 1995
----------------------------
Peter J. Goodwin

/s/ T. Max Hall                  Director            May 16, 1995
----------------------------
T. Max Hall

/s/ Raymond M. O'Connell         Director            May 16, 1995
----------------------------                                     
Raymond M. O'Connell

                                 Director            May __, 1995 
----------------------------
Donald W. Gentzler

                                 Director            May __, 1995 
----------------------------
C. William Hetzer, Jr.

                                 Director            May __, 1995 
----------------------------
Robert C. Reymer, Jr.

                                 Director            May __, 1995  
----------------------------
Jacob K. Kurtz, Jr.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         --------------------------------------- 

          The following documents, as filed by Susquehanna Bancshares, Inc.
(herein the "Registrant") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement and made a part hereof:

                 (a)  The Registrant's latest annual report, filed pursuant to
       Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

                 (b)  All other reports filed pursuant to Section 13(a) or 15(d)
       of the Securities Exchange Act of 1934 since the end of the fiscal year
       covered by the annual report referred to in (a) above.

                 (c)  The description of the Common Stock of the Registrant
       contained in a registration statement filed under the Securities Exchange
       Act of 1934, including any amendment or report filed for the purpose of
       updating such description.

       All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment that indicates that
all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.  Any statement
contained in any document, all or a portion of which is incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.
         ------------------------- 

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         -------------------------------------- 

       Not applicable.

Item 6.  Indemnification of Directors and Officers.
         ----------------------------------------- 

       Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), provide that a business corporation may indemnify
directors and officers against liabilities they may incur as such provided that
the particular person 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.  In the case of actions against a director or
officer by or in the right of the corporation, the power to indemnify extends
only to expenses (not judgments and amounts paid in settlement) and such power
generally does not exist if the person otherwise entitled to

                                     II-1
indemnification shall have been adjudged to be liable to the corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses.  Under Section 1743 of the
BCL, the corporation is required to indemnify directors and officers against
expenses they may incur in defending actions against them in such capacities if
they are successful on the merits or otherwise in the defense of such actions.
Under Section 1745 of the BCL, a corporation may pay the expenses of a director
or officer incurred in defending an action or proceeding in advance of the final
disposition thereof upon receipt of an undertaking from such person to repay the
amounts advanced unless it is ultimately determined that such person is entitled
to indemnification from the corporation.  Article XIV of the Registrant's Bylaws
provides indemnification of directors, officers and other agents of the
Registrant and advancement of expenses to the extent otherwise permitted by
Sections 1741, 1742 and 1745 of the BCL.  Article XIV of the Registrant's Bylaws
conditions any indemnification or advancement of expenses upon a determination,
made in accordance with the procedures specified in Section 1744 of the BCL, by
the Registrant's directors or shareholders that indemnification or advancement
of expenses is proper because the director or officer met the standard of
conduct set forth in Section 1741 or 1742 of the BCL, as applicable.

       Section 1746 of the BCL grants a corporation broad authority to indemnify
its directors, officers and other agents for liabilities and expenses incurred
in such capacity, except in circumstances 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.  Pursuant to the authority of
Section 1746 of the BCL, the Registrant has also entered into employment
agreements with certain principal officers which also provide for
indemnification in connection with the performance of their offices.  As
permitted by the BCL and the Registrant's Articles of Incorporation, the
Registrant maintains on behalf of its directors and officers insurance
protection against certain liabilities arising out of their service in such
capacities.

Item 7.  Exemption from Registration Claimed.
         ----------------------------------- 

       Not applicable.

Item 8.  Exhibits.
         -------- 

       The following is a list of exhibits filed as part of this Registration
Statement.

Exhibit Number              Exhibit
--------------              -------

5.1                 Opinion of Morgan, Lewis & Bockius
       
23.1                Consent of Coopers & Lybrand, L.L.P.
       
23.2                Consent of Morgan, Lewis & Bockius (included as part of 
                    Exhibit 5.1)   
       
24.1                Power of Attorney (included as part of the signature page)
       
99.1                Susquehanna Bancshares, Inc. Employee Stock Purchase Plan

                                     II-2
Item 9.  Undertakings.
         ------------ 

            (a)  The undersigned Registrant hereby undertakes:

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

                      (i)  To include any prospectus required by Section
            10(a)(3) of the Securities Act of 1933;

                      (ii)  To reflect in the prospectus any facts or events
            arising after the effective date of the registration statement (or
            the most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental change in
            the information set forth in the registration statement; and

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

                 Provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii)
                 -----------------
of this section do not apply if 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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                 (2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

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

          (b)  The undersigned Registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of a plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) 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.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                     II-3
INDEX TO EXHIBITS
Exhibit                                                                        Sequentially
Number                              Exhibit                                    Numbered Page
------                              -------                                    -------------
5.1    -      Opinion of Morgan, Lewis & Bockius
             
23.1    -      Consent of Coopers & Lybrand, L.L.P.
             
23.2    -      Consent of Morgan, Lewis & Bockius (included as
               part of Exhibit 5.1)
             
24.1    -      Power of Attorney (included as part of the signature page)
             
99.1    -      Susquehanna Bancshares, Inc. Employee Stock Purchase Plan