<PAGE>

    As filed with the Securities and Exchange Commission on August 20, 1999
                                                        Registration No. 333-***
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                      -----------------------------------

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

                      -----------------------------------

                          SUSQUEHANNA BANCSHARES, INC.
              (Exact name of company as specified in its charter)

              Pennsylvania                           23-2201716
    (State or Other Jurisdiction of     (I.R.S. Employer Identification No.)
     Incorporation or Organization)


         26 North Cedar Street
          Lititz, Pennsylvania                         17543
(Address of principal executive offices)             (Zip Code)


                 Stock Purchase Option effective April 13, 1993
              1994 Stock Purchase Option effective April 12, 1994
              1995 Stock Purchase Option effective April 11, 1995
               1996 Stock Purchase Option effective April 9, 1996
               1997 Stock Purchase Option effective April 8, 1997
                           (Full title of the plans)

                               Robert S. Bolinger
                     President and Chief Executive Officer
                             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)

                      -----------------------------------

                         Copy of all communications to:
                               John F. Bales, III
                          Morgan, Lewis & Bockius LLP
                               1701 Market Street
                     Philadelphia, Pennsylvania 19103-2921
                                 (215) 963-5000

                      -----------------------------------


<TABLE>
<CAPTION>
                                CALCULATION OF REGISTRATION FEE
================================================================================================
  Title of securities      Amount to be   Proposed maximum    Proposed maximum     Amount of
    to be registered      registered(1)    offering price        aggregate      registration fee
                                             per share         offering price
---------------------- ----------------- ----------------- ------------------- -----------------
<S>                          <C>           <C>               <C>                   <C>
Common Stock, par            135,099       $     (2)         $ 1,134,597.10(2)     $ 315.42
 value $2.00 per share

=================================================================================================
</TABLE>
(1)  Includes 124,928  shares issuable pursuant to the stock purchase options
     listed above and 10,171 shares previously issued under stock purchase
     options. Pursuant to Rule 416 under the Securities Act of 1933, as amended
     (the"Securities Act"), this Registration Statement also covers such
     additional shares as may hereinafter be offered or issued to prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.
(2)  With regard to 124,928 shares registered hereby which are issuable pursuant
     to the stock purchase options listed above, the offering price has been
     calculated pursuant to paragraph (h)(1) of Rule 457, based on the actual
     per share exercise prices of stock options awarded.  With regard to 10,171
     shares previously issued under stock purchase options, the maximum offering
     price has been estimated pursuant to paragraphs (c) and (h) of Rule 457
     under the Securities Act, solely for the purpose of calculating the
     registration fee, based upon the average of the high and low sales prices
     of shares of Susquehanna's Common Stock on August 16, 1999, as reported on
     The Nasdaq National Market.
================================================================================
<PAGE>

                          SUSQUEHANNA BANCSHARES, INC.

                         135,099 SHARES OF COMMON STOCK
                          (PAR VALUE $2.00 PER SHARE)

     This is an offering of shares of Common Stock of Susquehanna Bancshares,
Inc.   Susquehanna Bancshares, Inc. is referred to in this prospectus as "we,"
"us" or "Susquehanna."  The shares of Common Stock covered by this prospectus
may be sold by a certain selling shareholder identified in this prospectus.  The
selling shareholder currently own 10,171 shares of Common Stock purchased from
Susquehanna upon the exercise of stock purchase options.  You may find
information pertaining to this shareholder under the heading called "The Selling
Shareholder" on page 3 of this prospectus.

                              -------------------

     Our Common Shares are listed on The Nasdaq National Market under the symbol
"SUSQ."  On August 17, 1999, the last sale price of our Common Stock, as
reported on The Nasdaq National Market, was $16.875.

                              -------------------


     The Securities and Exchange Commission has not approved or disapproved of
these securities or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.

                              -------------------


     Registration of these shares of Common Stock does not necessarily mean that
any of the shares will be offered or sold by the selling shareholder.  We will
receive no proceeds of any sales of these shares of Common Stock, but will incur
the expenses of registration in connection with the offering.

     The selling shareholder may offer and sell from time to time the shares he
holds directly or through agents or broker-dealers on terms to be determined at
the time of sale.  To the extent required, the names of any agent or broker-
dealer and applicable commissions or discounts and any other required
information with respect to any particular offer will be set forth in a
prospectus supplement which will accompany this prospectus.  The prospectus
supplement also may add, update or change information contained in this
prospectus.

                The date of this prospectus is August 20, 1999
<PAGE>

                               TABLE OF CONTENTS


SUMMARY ...................................................................... 3

THE SELLING SHAREHOLDER ...................................................... 3

PLAN OF DISTRIBUTION ......................................................... 3

WHERE YOU CAN FIND MORE INFORMATION .......................................... 4

                                       2
<PAGE>

                                     SUMMARY

     Susquehanna was a party to a certain Agreement and Plan of Affiliation
dated April 13, 1998 among Susquehanna, Susquehanna Bancshares West, Inc.,
Cardinal Bancorp, Inc. ("Cardinal") and First American National Bank of
Pennsylvania (the "Agreement and Plan of Affiliation"), pursuant to which
Cardinal merged with and into a subsidiary of Susquehanna.  Cardinal, prior to
the merger with Susquehanna, had issued certain Stock Purchase Options to the
members of Cardinal's Board of Directors.  Susquehanna succeeded Cardinal as a
party to the options as a result of the merger.  One of the Cardinal board
members has exercised his options and currently holds shares of Common Stock as
a result.

                             THE SELLING SHAREHOLDER

     The selling shareholder is James C. Vreeland, an individual residing at 605
Hammer Street, Bedford, Pennsylvania 15522.  Mr. Vreeland owns 10,171 shares of
Common Stock as a result of the exercise on May 26, 1999 of his right to
purchase such shares under five Stock Purchase Options granted to him by
Cardinal Bancorp, Inc.

                             PLAN OF DISTRIBUTION

     The registration of the Common Stock does not necessarily mean that any of
the Common Stock will be offered or sold by the selling shareholder or his donee
or pledgee hereunder.

     The sale of Common Stock by the selling shareholder may be effected from
time to time by selling Common Stock directly to purchasers or to or through
broker-dealers.  In connection with any such sale, any such broker-dealer may
act as agent for the selling shareholder or may purchase from the selling
shareholder all or a portion of the Common Stock as principal, and may be made
pursuant to any of the methods described below. Such sales may be made on The
Nasdaq National Market or other exchanges on which the Common Stock are then
traded, in the over-the-counter market, in negotiated transactions or otherwise
at prices and at terms then prevailing or at prices related to the then-current
market prices or at prices otherwise negotiated.

     The Common Stock may also be sold in one or more of the following
transactions:  (a) block transactions (which may involve crosses) in which a
broker-dealer may sell all or a portion of such shares as agent but may position
and resell all or a portion of the block as principal to facilitate the
transaction; (b) purchases by any such broker-dealer as principal and resale by
such broker-dealer for its own account pursuant to a prospectus supplement; (c)
ordinary brokerage transactions and transactions in which any such broker-dealer
solicits purchasers; (d) sales "at the market" to or through a market maker or
into an existing trading market, on an exchange or otherwise, for such shares;
and (e) sales in other ways not involving market markers or established trading
markets, including direct sales to purchasers. In effecting sales, broker-
dealers engaged by the selling shareholder may arrange for other broker-dealers
to participate.  Broker-dealers will receive commissions or other compensation
from the selling shareholder in amounts to be negotiated immediately prior to
the sale that will not exceed those customary in the types of transactions
involved.  Broker-dealers may also receive compensation from purchasers of the
Common Stock which is not expected to exceed that customary in the types of
transactions involved.

                                       3
<PAGE>

     In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold only through registered or licensed
brokers or dealers.

                      WHERE YOU CAN FIND MORE INFORMATION

     Susquehanna has filed a registration statement on Form S-8 with the
Securities and Exchange Commission in connection with this offering.  In
addition, Susquehanna files annual, quarterly, and current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy the registration statement and any other documents filed
by Susquehanna at the Securities and Exchange Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the Securities
and Exchange Commission at 1-800-SEC-0330 for further information on the Public
Reference Room.  Susquehanna's Securities and Exchange Commission filings are
also available to the public at the Securities and Exchange Commission's
Internet site at http://www.sec.gov.
                 ------------------

     This prospectus is part of the registration statement and does not contain
all of the information included in the registration statement.  If a reference
is made in this prospectus or any prospectus supplement to any contract or other
document of Susquehanna, the reference may not be complete and you should refer
to the exhibits that are a part of the registration statement for a copy of the
contract or document.

     The Securities and Exchange Commission allows Susquehanna to "incorporate
by reference" into this prospectus the information Susquehanna files with the
Commission, which means that Susquehanna can disclose important information to
you by referring you to those documents. Information incorporated by reference
is part of this prospectus.  Later information filed with the Securities and
Exchange Commission will update and supersede this information.

     Susquehanna incorporates by reference the documents listed below and any
future filings made with the Securities and Exchange Commission under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this
offering is completed:

     .    Annual Report on Form 10-K for the year ended December 31, 1998.

     .    Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
          and June 30, 1999.

     .    Current Report on Form 8-K dated January 8, 1999.

You may request a copy of these filings, at no cost, by contacting Susquehanna
Bancshares, Inc., Vice President-Human Resources and Marketing, 26 North Cedar
Street, Lititz, Pennsylvania 17543, or by telephone at 717-626-4721.

                                       4
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

       The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by Susquehanna Bancshares, Inc.. (the
"Registrant") are incorporated by reference in this Form S-8 Registration
Statement (the "Registration Statement") and made a part hereof:

       1.  The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 000-10674) (the "1998 10-K"). The consolidated
balance sheets of the Registrant as of December 31, 1998 and 1997, and the
related statements of operations, shareholders' equity and cash flows for each
of the three years in the period ended December 31, 1998, which are included in
the 1998 10-K and have been incorporated by reference in this Registration
Statement, have been audited by PricewaterhouseCoopers LLP, independent public
accountants, as stated in their report appearing therein and have been so
incorporated in reliance upon such reports given on the authority of that firm
as experts in auditing and accounting;

       2.  All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1998; and

       3.  The description of the Registrant's Common Stock, par value $2.00 per
share, set forth in the Registrant's registration statement on Form S-4/A filed
with the Commission on August 6, 1998 (Registration No. 333-58373) under the
Exchange Act.

       All documents and reports filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby 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 or reports.  Any statement contained in a document
incorporated or deemed to be 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 herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified shall not
be deemed to constitute a part of the Registration Statement except as so
modified and any statement so superseded shall not be deemed 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

                                     II-1
<PAGE>

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 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 Susquehanna's Bylaws
obligates Susquehanna to indemnify directors, officers and other agents of
Susquehanna and advance expenses to the extent otherwise permitted by Sections
1741, 1742 and 1745 of the BCL.

     Section 1746 of the BCL permits indemnification by a corporation of its
officers and other agents for liabilities and expenses incurred in such
capacity, except in circumstances where the 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,
Susquehanna has entered into employment agreements with certain principal
officers which also provide for indemnification in connection with the
performance of their offices.

     Article XIV of Susquehanna'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 Susquehanna'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.

     As authorized by Section 1747 of the BCL and Article XIV of Susquehanna's
Bylaws, Susquehanna maintains, on behalf of its directors and officers,
insurance protection against certain liabilities arising out of the discharge of
their duties, as well as insurance covering Susquehanna for indemnification
payments made to its directors and officers for certain liabilities. The
premiums for such insurance are paid by Susquehanna.

     The BCL and Susquehanna's Bylaws may permit indemnification for liabilities
arising under the Securities Act of 1933 as amended, or the Exchange Act. The
Board of Directors has been advised that, in the opinion of the Commission,
indemnification for liabilities arising under the Securities Act of 1933, as
amended, or the Exchange Act is contrary to public policy and is therefore
unenforceable, absent a decision to the contrary by a court of appropriate
jurisdiction.

                                     II-2
<PAGE>

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

     James C. Vreeland received and exercised options to purchase 18,432 shares
of Common Stock. These shares were registered and included in the registration
statement on Form S-4 filed on July 2, 1998 (Commission File No. 333-58373) in
connection with the merger between Cardinal and Susquehanna.

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

      Exhibit Numbers                Exhibit
------------------------------------------------------------------------------
            5.1  Opinion of Morgan, Lewis & Bockius LLP
           23.1  Consent of PricewaterhouseCoopers LLP
           23.2  Consent of Morgan, Lewis & Bockius LLP (included as part of
                 Exhibit 5.1)
             24  Power of Attorney (included as part of the signature page)
           99.1  Stock Purchase Option effective April 13, 1993
           99.2  1994 Stock Purchase Option effective April 12, 1994
           99.3  1995 Stock Purchase Option effective April 11, 1995
           99.4  1996 Stock Purchase Option effective April 9, 1996
           99.5  1997 Stock Purchase Option effective April 8, 1997


Item 9.  Undertakings.
         ------------

     (a) The undersigned 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;

               (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 subparagraphs is contained in periodic
       reports filed with or furnished to the Commission by the Registrant
       pursuant to Section 13 or Section 15(d) of the Exchange Act that are
       incorporated by reference in the Registration Statement.

                                     II-3
<PAGE>

       (2) 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.

       (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 purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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.

     (c) 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.


                                     II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Lititz, Pennsylvania on this 18th day of August, 1999.


                                    SUSQUEHANNA BANCSHARES, INC.


                                    By: /s/ Robert S. Bolinger
                                        ----------------------------------------
                                        Name:  Robert S. Bolinger
                                        Title: President and Chief Executive
                                               Officer

     Pursuant to the requirements of the Securities Act, 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 such officer 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.

          Name                        Title                    Date
          ----                        -----                    ----

/s/ Robert S. Bolinger    President and Chief            August 18, 1999
------------------------  Executive Officer
Robert S. Bolinger        and Director

/s/ Drew K. Hostetter     Vice President, Treasurer      August 18, 1999
------------------------  and Chief Financial
Drew K. Hostetter         Officer (Principal
                          Financial and Accounting
                          Officer)

/s/ Richard M. Cloney     Vice President, Secretary      August 18, 1999
------------------------  and Director
Richard M. Cloney

/s/ John M. Denlinger     Director                       August 20, 1999
------------------------
John M. Denlinger
                          Director                       August __, 1999
------------------------
Henry H. Gibbel

                                     II-5
<PAGE>

/s/ Owen O. Freeman, Jr.   Director                       August 20, 1999
--------------------------
Owen O. Freeman, Jr.

/s/ George J. Morgan       Director                       August 19, 1999
--------------------------
George J. Morgan

                           Director                       August __, 1999
--------------------------
James G. Apple

                           Director                       August __, 1999
--------------------------
Edward W. Helfrick

/s/ Roger V. Wiest         Director                       August 19, 1999
--------------------------
Roger V. Wiest

/s/ Marley R. Gross        Director                       August 19, 1999
--------------------------
Marley R. Gross

                           Director                       August __, 1999
--------------------------
T. Max Hall

/s/ Guy W. Miller, Jr.     Director                       August 19, 1999
--------------------------
Guy W. Miller, Jr.

/s/ C. William Hetzer, Jr. Director                       August 19, 1999
--------------------------
C. William Hetzer, Jr.

/s/ Clyde R. Morris        Director                       August 19, 1999
--------------------------
Clyde R. Morris

/s/ Trudy B. Cunningham    Director                       August 20, 1999
--------------------------
Trudy B. Cunningham

/s/ William J. Reuter      Director                       August 19, 1999
--------------------------
William J. Reuter

/s/ Robert S. Bolinger     Attorney-in-Fact               August 18, 1999
--------------------------
Robert S. Bolinger

/s/ Richard M. Cloney      Attorney-in-Fact               August 18, 1999
--------------------------
Richard M. Cloney

                                     II-6
<PAGE>

                               INDEX TO EXHIBITS


  Exhibit Numbers                     Exhibit
------------------------------------------------------------------------------
         5.1        Opinion of Morgan, Lewis & Bockius LLP
        23.1        Consent of PricewaterhouseCoopers LLP
        23.2        Consent of Morgan, Lewis & Bockius LLP (included as part of
                       Exhibit 5.1)
          24        Power of Attorney (included as part of the signature page)
        99.1        Stock Purchase Option effective April 13, 1993
        99.2        1994 Stock Purchase Option effective April 12, 1994
        99.3        1995 Stock Purchase Option effective April 11, 1995
        99.4        1996 Stock Purchase Option effective April 9, 1996
        99.5        1997 Stock Purchase Option effective April 8, 1997

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 30458}]
{"company-data": {"conformed-name": "SUSQUEHANNA BANCSHARES INC", "cik": "0000700863", "assigned-sic": "6021", "irs-number": "232201716", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85655", "film-number": "99696771"}, "business-address": {"street1": "26 N CEDAR ST", "city": "LITITZ", "state": "PA", "zip": "17543", "phone": "7176264721"}, "mail-address": {"street2": "26 NORTH CEDAR ST", "city": "LITITZ", "state": "PA", "zip": "17543"}}
As filed with the Securities and Exchange Commission on August 20, 1999
                                                        Registration No. 333-***
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                      -----------------------------------

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

                      -----------------------------------

                          SUSQUEHANNA BANCSHARES, INC.
              (Exact name of company as specified in its charter)

              Pennsylvania                           23-2201716
    (State or Other Jurisdiction of     (I.R.S. Employer Identification No.)
     Incorporation or Organization)

         26 North Cedar Street
          Lititz, Pennsylvania                         17543
(Address of principal executive offices)             (Zip Code)

                 Stock Purchase Option effective April 13, 1993
              1994 Stock Purchase Option effective April 12, 1994
              1995 Stock Purchase Option effective April 11, 1995
               1996 Stock Purchase Option effective April 9, 1996
               1997 Stock Purchase Option effective April 8, 1997
                           (Full title of the plans)

                               Robert S. Bolinger
                     President and Chief Executive Officer
                             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)

                      -----------------------------------

                         Copy of all communications to:
                               John F. Bales, III
                          Morgan, Lewis & Bockius LLP
                               1701 Market Street
                     Philadelphia, Pennsylvania 19103-2921
                                 (215) 963-5000

                      -----------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================================
  Title of securities      Amount to be   Proposed maximum    Proposed maximum     Amount of
    to be registered      registered(1)    offering price        aggregate      registration fee
                                             per share         offering price
---------------------- ----------------- ----------------- ------------------- -----------------
Common Stock, par            135,099       $     (2)         $ 1,134,597.10(2)     $ 315.42
 value $2.00 per share

=================================================================================================
(1)  Includes 124,928  shares issuable pursuant to the stock purchase options
     listed above and 10,171 shares previously issued under stock purchase
     options. Pursuant to Rule 416 under the Securities Act of 1933, as amended
     (the"Securities Act"), this Registration Statement also covers such
     additional shares as may hereinafter be offered or issued to prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.
(2)  With regard to 124,928 shares registered hereby which are issuable pursuant
     to the stock purchase options listed above, the offering price has been
     calculated pursuant to paragraph (h)(1) of Rule 457, based on the actual
     per share exercise prices of stock options awarded.  With regard to 10,171
     shares previously issued under stock purchase options, the maximum offering
     price has been estimated pursuant to paragraphs (c) and (h) of Rule 457
     under the Securities Act, solely for the purpose of calculating the
     registration fee, based upon the average of the high and low sales prices
     of shares of Susquehanna's Common Stock on August 16, 1999, as reported on
     The Nasdaq National Market.
================================================================================
SUSQUEHANNA BANCSHARES, INC.

                         135,099 SHARES OF COMMON STOCK
                          (PAR VALUE $2.00 PER SHARE)

     This is an offering of shares of Common Stock of Susquehanna Bancshares,
Inc.   Susquehanna Bancshares, Inc. is referred to in this prospectus as "we,"
"us" or "Susquehanna."  The shares of Common Stock covered by this prospectus
may be sold by a certain selling shareholder identified in this prospectus.  The
selling shareholder currently own 10,171 shares of Common Stock purchased from
Susquehanna upon the exercise of stock purchase options.  You may find
information pertaining to this shareholder under the heading called "The Selling
Shareholder" on page 3 of this prospectus.

                              -------------------

     Our Common Shares are listed on The Nasdaq National Market under the symbol
"SUSQ."  On August 17, 1999, the last sale price of our Common Stock, as
reported on The Nasdaq National Market, was $16.875.

                              -------------------

     The Securities and Exchange Commission has not approved or disapproved of
these securities or determined if this prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.

                              -------------------

     Registration of these shares of Common Stock does not necessarily mean that
any of the shares will be offered or sold by the selling shareholder.  We will
receive no proceeds of any sales of these shares of Common Stock, but will incur
the expenses of registration in connection with the offering.

     The selling shareholder may offer and sell from time to time the shares he
holds directly or through agents or broker-dealers on terms to be determined at
the time of sale.  To the extent required, the names of any agent or broker-
dealer and applicable commissions or discounts and any other required
information with respect to any particular offer will be set forth in a
prospectus supplement which will accompany this prospectus.  The prospectus
supplement also may add, update or change information contained in this
prospectus.

                The date of this prospectus is August 20, 1999
TABLE OF CONTENTS

SUMMARY ...................................................................... 3

THE SELLING SHAREHOLDER ...................................................... 3

PLAN OF DISTRIBUTION ......................................................... 3

WHERE YOU CAN FIND MORE INFORMATION .......................................... 4

                                       2
SUMMARY

     Susquehanna was a party to a certain Agreement and Plan of Affiliation
dated April 13, 1998 among Susquehanna, Susquehanna Bancshares West, Inc.,
Cardinal Bancorp, Inc. ("Cardinal") and First American National Bank of
Pennsylvania (the "Agreement and Plan of Affiliation"), pursuant to which
Cardinal merged with and into a subsidiary of Susquehanna.  Cardinal, prior to
the merger with Susquehanna, had issued certain Stock Purchase Options to the
members of Cardinal's Board of Directors.  Susquehanna succeeded Cardinal as a
party to the options as a result of the merger.  One of the Cardinal board
members has exercised his options and currently holds shares of Common Stock as
a result.

                             THE SELLING SHAREHOLDER

     The selling shareholder is James C. Vreeland, an individual residing at 605
Hammer Street, Bedford, Pennsylvania 15522.  Mr. Vreeland owns 10,171 shares of
Common Stock as a result of the exercise on May 26, 1999 of his right to
purchase such shares under five Stock Purchase Options granted to him by
Cardinal Bancorp, Inc.

                             PLAN OF DISTRIBUTION

     The registration of the Common Stock does not necessarily mean that any of
the Common Stock will be offered or sold by the selling shareholder or his donee
or pledgee hereunder.

     The sale of Common Stock by the selling shareholder may be effected from
time to time by selling Common Stock directly to purchasers or to or through
broker-dealers.  In connection with any such sale, any such broker-dealer may
act as agent for the selling shareholder or may purchase from the selling
shareholder all or a portion of the Common Stock as principal, and may be made
pursuant to any of the methods described below. Such sales may be made on The
Nasdaq National Market or other exchanges on which the Common Stock are then
traded, in the over-the-counter market, in negotiated transactions or otherwise
at prices and at terms then prevailing or at prices related to the then-current
market prices or at prices otherwise negotiated.

     The Common Stock may also be sold in one or more of the following
transactions:  (a) block transactions (which may involve crosses) in which a
broker-dealer may sell all or a portion of such shares as agent but may position
and resell all or a portion of the block as principal to facilitate the
transaction; (b) purchases by any such broker-dealer as principal and resale by
such broker-dealer for its own account pursuant to a prospectus supplement; (c)
ordinary brokerage transactions and transactions in which any such broker-dealer
solicits purchasers; (d) sales "at the market" to or through a market maker or
into an existing trading market, on an exchange or otherwise, for such shares;
and (e) sales in other ways not involving market markers or established trading
markets, including direct sales to purchasers. In effecting sales, broker-
dealers engaged by the selling shareholder may arrange for other broker-dealers
to participate.  Broker-dealers will receive commissions or other compensation
from the selling shareholder in amounts to be negotiated immediately prior to
the sale that will not exceed those customary in the types of transactions
involved.  Broker-dealers may also receive compensation from purchasers of the
Common Stock which is not expected to exceed that customary in the types of
transactions involved.

                                       3
In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold only through registered or licensed
brokers or dealers.

                      WHERE YOU CAN FIND MORE INFORMATION

     Susquehanna has filed a registration statement on Form S-8 with the
Securities and Exchange Commission in connection with this offering.  In
addition, Susquehanna files annual, quarterly, and current reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy the registration statement and any other documents filed
by Susquehanna at the Securities and Exchange Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the Securities
and Exchange Commission at 1-800-SEC-0330 for further information on the Public
Reference Room.  Susquehanna's Securities and Exchange Commission filings are
also available to the public at the Securities and Exchange Commission's
Internet site at http://www.sec.gov.
                 ------------------

     This prospectus is part of the registration statement and does not contain
all of the information included in the registration statement.  If a reference
is made in this prospectus or any prospectus supplement to any contract or other
document of Susquehanna, the reference may not be complete and you should refer
to the exhibits that are a part of the registration statement for a copy of the
contract or document.

     The Securities and Exchange Commission allows Susquehanna to "incorporate
by reference" into this prospectus the information Susquehanna files with the
Commission, which means that Susquehanna can disclose important information to
you by referring you to those documents. Information incorporated by reference
is part of this prospectus.  Later information filed with the Securities and
Exchange Commission will update and supersede this information.

     Susquehanna incorporates by reference the documents listed below and any
future filings made with the Securities and Exchange Commission under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this
offering is completed:

     .    Annual Report on Form 10-K for the year ended December 31, 1998.

     .    Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
          and June 30, 1999.

     .    Current Report on Form 8-K dated January 8, 1999.

You may request a copy of these filings, at no cost, by contacting Susquehanna
Bancshares, Inc., Vice President-Human Resources and Marketing, 26 North Cedar
Street, Lititz, Pennsylvania 17543, or by telephone at 717-626-4721.

                                       4
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

       The following documents filed with the U.S. Securities and Exchange
Commission (the "Commission") by Susquehanna Bancshares, Inc.. (the
"Registrant") are incorporated by reference in this Form S-8 Registration
Statement (the "Registration Statement") and made a part hereof:

       1.  The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998 (File No. 000-10674) (the "1998 10-K"). The consolidated
balance sheets of the Registrant as of December 31, 1998 and 1997, and the
related statements of operations, shareholders' equity and cash flows for each
of the three years in the period ended December 31, 1998, which are included in
the 1998 10-K and have been incorporated by reference in this Registration
Statement, have been audited by PricewaterhouseCoopers LLP, independent public
accountants, as stated in their report appearing therein and have been so
incorporated in reliance upon such reports given on the authority of that firm
as experts in auditing and accounting;

       2.  All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1998; and

       3.  The description of the Registrant's Common Stock, par value $2.00 per
share, set forth in the Registrant's registration statement on Form S-4/A filed
with the Commission on August 6, 1998 (Registration No. 333-58373) under the
Exchange Act.

       All documents and reports filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby 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 or reports.  Any statement contained in a document
incorporated or deemed to be 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 herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified shall not
be deemed to constitute a part of the Registration Statement except as so
modified and any statement so superseded shall not be deemed 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

                                     II-1
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 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 Susquehanna's Bylaws
obligates Susquehanna to indemnify directors, officers and other agents of
Susquehanna and advance expenses to the extent otherwise permitted by Sections
1741, 1742 and 1745 of the BCL.

     Section 1746 of the BCL permits indemnification by a corporation of its
officers and other agents for liabilities and expenses incurred in such
capacity, except in circumstances where the 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,
Susquehanna has entered into employment agreements with certain principal
officers which also provide for indemnification in connection with the
performance of their offices.

     Article XIV of Susquehanna'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 Susquehanna'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.

     As authorized by Section 1747 of the BCL and Article XIV of Susquehanna's
Bylaws, Susquehanna maintains, on behalf of its directors and officers,
insurance protection against certain liabilities arising out of the discharge of
their duties, as well as insurance covering Susquehanna for indemnification
payments made to its directors and officers for certain liabilities. The
premiums for such insurance are paid by Susquehanna.

     The BCL and Susquehanna's Bylaws may permit indemnification for liabilities
arising under the Securities Act of 1933 as amended, or the Exchange Act. The
Board of Directors has been advised that, in the opinion of the Commission,
indemnification for liabilities arising under the Securities Act of 1933, as
amended, or the Exchange Act is contrary to public policy and is therefore
unenforceable, absent a decision to the contrary by a court of appropriate
jurisdiction.

                                     II-2
Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     James C. Vreeland received and exercised options to purchase 18,432 shares
of Common Stock. These shares were registered and included in the registration
statement on Form S-4 filed on July 2, 1998 (Commission File No. 333-58373) in
connection with the merger between Cardinal and Susquehanna.

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

      Exhibit Numbers                Exhibit
------------------------------------------------------------------------------
            5.1  Opinion of Morgan, Lewis & Bockius LLP
           23.1  Consent of PricewaterhouseCoopers LLP
           23.2  Consent of Morgan, Lewis & Bockius LLP (included as part of
                 Exhibit 5.1)
             24  Power of Attorney (included as part of the signature page)
           99.1  Stock Purchase Option effective April 13, 1993
           99.2  1994 Stock Purchase Option effective April 12, 1994
           99.3  1995 Stock Purchase Option effective April 11, 1995
           99.4  1996 Stock Purchase Option effective April 9, 1996
           99.5  1997 Stock Purchase Option effective April 8, 1997

Item 9.  Undertakings.
         ------------

     (a) The undersigned 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;

               (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 subparagraphs is contained in periodic
       reports filed with or furnished to the Commission by the Registrant
       pursuant to Section 13 or Section 15(d) of the Exchange Act that are
       incorporated by reference in the Registration Statement.

                                     II-3
(2) 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.

       (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 purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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.

     (c) 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.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Lititz, Pennsylvania on this 18th day of August, 1999.

                                    SUSQUEHANNA BANCSHARES, INC.

                                    By: /s/ Robert S. Bolinger
                                        ----------------------------------------
                                        Name:  Robert S. Bolinger
                                        Title: President and Chief Executive
                                               Officer

     Pursuant to the requirements of the Securities Act, 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 such officer 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.

          Name                        Title                    Date
          ----                        -----                    ----

/s/ Robert S. Bolinger    President and Chief            August 18, 1999
------------------------  Executive Officer
Robert S. Bolinger        and Director

/s/ Drew K. Hostetter     Vice President, Treasurer      August 18, 1999
------------------------  and Chief Financial
Drew K. Hostetter         Officer (Principal
                          Financial and Accounting
                          Officer)

/s/ Richard M. Cloney     Vice President, Secretary      August 18, 1999
------------------------  and Director
Richard M. Cloney

/s/ John M. Denlinger     Director                       August 20, 1999
------------------------
John M. Denlinger
                          Director                       August __, 1999
------------------------
Henry H. Gibbel

                                     II-5
/s/ Owen O. Freeman, Jr.   Director                       August 20, 1999
--------------------------
Owen O. Freeman, Jr.

/s/ George J. Morgan       Director                       August 19, 1999
--------------------------
George J. Morgan

                           Director                       August __, 1999
--------------------------
James G. Apple

                           Director                       August __, 1999
--------------------------
Edward W. Helfrick

/s/ Roger V. Wiest         Director                       August 19, 1999
--------------------------
Roger V. Wiest

/s/ Marley R. Gross        Director                       August 19, 1999
--------------------------
Marley R. Gross

                           Director                       August __, 1999
--------------------------
T. Max Hall

/s/ Guy W. Miller, Jr.     Director                       August 19, 1999
--------------------------
Guy W. Miller, Jr.

/s/ C. William Hetzer, Jr. Director                       August 19, 1999
--------------------------
C. William Hetzer, Jr.

/s/ Clyde R. Morris        Director                       August 19, 1999
--------------------------
Clyde R. Morris

/s/ Trudy B. Cunningham    Director                       August 20, 1999
--------------------------
Trudy B. Cunningham

/s/ William J. Reuter      Director                       August 19, 1999
--------------------------
William J. Reuter

/s/ Robert S. Bolinger     Attorney-in-Fact               August 18, 1999
--------------------------
Robert S. Bolinger

/s/ Richard M. Cloney      Attorney-in-Fact               August 18, 1999
--------------------------
Richard M. Cloney

                                     II-6
INDEX TO EXHIBITS

  Exhibit Numbers                     Exhibit
------------------------------------------------------------------------------
         5.1        Opinion of Morgan, Lewis & Bockius LLP
        23.1        Consent of PricewaterhouseCoopers LLP
        23.2        Consent of Morgan, Lewis & Bockius LLP (included as part of
                       Exhibit 5.1)
          24        Power of Attorney (included as part of the signature page)
        99.1        Stock Purchase Option effective April 13, 1993
        99.2        1994 Stock Purchase Option effective April 12, 1994
        99.3        1995 Stock Purchase Option effective April 11, 1995
        99.4        1996 Stock Purchase Option effective April 9, 1996
        99.5        1997 Stock Purchase Option effective April 8, 1997

                                     II-7