<PAGE>
 
   As filed with the Securities and Exchange Commission on December 23, 1996

                                               Registration No. 33-
=========================================================================== 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                             ---------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                             ---------------------
                          SUSQUEHANNA BANCSHARES, INC.
               (Exact Name of Issuer 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
                                (717) 626-4721
                   (Address of Principal Executive Offices)

             SUSQUEHANNA BANCSHARES, INC. EQUITY COMPENSATION PLAN
                            (Full title of the plan)

                               RICHARD M. CLONEY
                          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)
                         ------------------------------
                                    Copy to:
                                 LISA M. CAVAGE
                          Morgan, Lewis & Bockius LLP
                              One Commerce Square
                               417 Walnut Street
                           Harrisburg, PA 17101-1904
                                 (717) 237-4032

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

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================== 
    Title of securities              Number of       Proposed maximum    Proposed maximum      Amount of
     to be registered               shares to be    offering price per  aggregate offering   registration fee (2)
                                     registered          share (1)           price (1)
------------------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>                 <C>                  <C>
Common Stock, par value $2.00 per                             
share                                650,000          $32.69               $21,248,500         $6,438.94
==================================================================================================================  
</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 December 19,
     1996, as reported on the National Association of Securities Dealers'
     National Market System.

(2)  Calculated pursuant to Section 6(b) as follows:  proposed maximum aggregate
     offering price per 3300.

=========================================================================== 
<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 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

                                      II-1
<PAGE>
 
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
--------------           -------

3.1            Articles of Incorporation of the Registrant (1)(Attachment E)

3.2            Bylaws of the Registrant (1) (Attachment E)

5.1            Opinion of Morgan, Lewis & Bockius LLP

23.1           Consent of Coopers & Lybrand, L.L.P.

23.2           Consent of Morgan, Lewis & Bockius LLP (included as part of
               Exhibit 5.1)

24.1           Power of Attorney (included as part of the signature page)

99.1           Susquehanna Bancshares, Inc. Equity Compensation Plan

----------------------
(1)    Exhibit incorporated herein by reference to the Registrant's Registration
       Statement on Form S-4 (Registration No. 33-53608) filed with the
       Securities and Exchange Commission on October 22, 1992.

                                      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)  The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 if under the Securities Act of 1934;
and, where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

         (d)  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 

                                      II-3
<PAGE>
 
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-4
<PAGE>
 
                                  SIGNATURES

       The Registrant.  Pursuant to the requirements of the Securities Act of
       ---------------                                                       
1933, as amended, 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 20th day of December, 1996.


                            SUSQUEHANNA BANCSHARES, INC.



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



          The Plan.  Pursuant to the requirements of the Securities Act of 1933,
          ---------                                                             
as amended, the Susquehanna Bancshares, Inc. Equity Compensation Plan Committee
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 December 20, 1996


                            SUSQUEHANNA BANCSHARES, INC.
                            EQUITY COMPENSATION PLAN


                            By: SUSQUEHANNA BANCSHARES, INC. EQUITY
                                COMPENSATION PLAN COMMITTEE



                            By: /s/ George J. Morgan
                                ------------------------------------------------
                                   George J. Morgan, Chairman of the Susquehanna
                                   Bancshares, Inc. Equity Compensation Plan
                                   Committee
<PAGE>
 
          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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.
<TABLE>
<CAPTION>
 
 
         Signature                        Title                            Date
         ---------                        -----                            ----
<S>                          <C>                               <C>
/s/ Robert S. Bolinger                                         
---------------------------  President and Chief Executive     December 20, 1996
Robert S. Bolinger           Officer and a Director                             
                                                                                
/s/ Drew K. Hostetter                                                           
---------------------------  Treasurer (Principal Financial    December 20, 1996
Drew K. Hostetter            and Accounting Officer)                            
                                                                                
/s/ Richard M. Cloney                                                           
---------------------------  Vice President, Secretary and a   December 20, 1996
Richard M. Cloney            Director                                           
                                                                                
/s/ John M. Denlinger                                                           
---------------------------  Director                          December 20, 1996
John M. Denlinger                                                               
                                                                                
/s/ Henry H. Gibbel                                                             
---------------------------  Director                          December 13, 1996
Henry H. Gibbel                                                                 
                                                                                
/s/ Richard E. Funke                                                            
---------------------------  Director                          December 20, 1996
Richard E. Funke                                                                
                                                                                
/s/ George J. Morgan                                                            
---------------------------  Director                          December 20, 1996
George J. Morgan                                                                
                                                                                
/s/ James G. Apple                                                              
---------------------------  Director                          December 20, 1996
James G. Apple                                                                  
                                                                                
/s/ Edward W. Helfrick                                                          
---------------------------  Director                          December 20, 1996
Edward W. Helfrick                                                              
                                                                                
/s/ Roger V. Weist                                                              
---------------------------  Director                          December 12, 1996
Roger V. Weist                                                                  
                                                                                
/s/ Marley R. Gross                                                             
---------------------------  Director                          December 20, 1996
Marley R. Gross                                                                 
</TABLE> 
<PAGE>
 
<TABLE> 
         Signature                        Title                            Date 
         ---------                        -----                            ----
<S>                          <C>                               <C> 
/s/ T. Max Hall                                                                 
---------------------------  Director                          December 13, 1996
T. Max Hall                                                                     
                                                                                
/s/ Raymond M. O'Connell                                                        
---------------------------  Director                          December 20, 1996
Raymond M. O'Connell                                                            
                                                                                
/s/ C. William Hetzer, Jr.                                                      
---------------------------  Director                          December 20, 1996
C. William Hetzer, Jr.                                                          
                                                                                
/s/ Robert C. Reymer, Jr.                                                       
---------------------------  Director                          December 20, 1996
Robert C. Reymer, Jr.                                                           
                                                                                
/s/ Robert S. Bolinger                                                          
---------------------------  Attorney-in-Fact                  December 20, 1996
Robert S. Bolinger                                                              
                                                                                
/s/ Richard M. Cloney                                                           
---------------------------  Attorney-in-Fact                  December 20, 1996
Richard M. Cloney 
</TABLE>
<PAGE>
 
                          SUSQUEHANNA BANCSHARES, INC.

                               INDEX TO EXHIBITS

<TABLE> 
Exhibit Number             Document
--------------             --------
   <S>                     <C> 

   3.1                     Articles of Incorporation of the Registrant (1)(Attachment E)             
                                                                                                     
   3.2                     Bylaws of the Registrant (1) (Attachment E)                               
                                                                                                     
   5.1                     Opinion of Morgan, Lewis & Bockius LLP                                    
                                                                                                     
   23.1                    Consent of Coopers & Lybrand, L.L.P.                                      
                                                                                                     
   23.2                    Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1)  
                                                                                                     
   24.1                    Power of Attorney (included as part of the signature page)                
                                                                                                     
   99.1                    Susquehanna Bancshares, Inc. Equity Compensation Plan                      
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24623}]
{"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": "333-18555", "film-number": "96684770"}, "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 December 23, 1996

                                               Registration No. 33-
=========================================================================== 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                             ---------------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                             ---------------------
                          SUSQUEHANNA BANCSHARES, INC.
               (Exact Name of Issuer 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
                                (717) 626-4721
                   (Address of Principal Executive Offices)

             SUSQUEHANNA BANCSHARES, INC. EQUITY COMPENSATION PLAN
                            (Full title of the plan)

                               RICHARD M. CLONEY
                          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)
                         ------------------------------
                                    Copy to:
                                 LISA M. CAVAGE
                          Morgan, Lewis & Bockius LLP
                              One Commerce Square
                               417 Walnut Street
                           Harrisburg, PA 17101-1904
                                 (717) 237-4032

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

                        CALCULATION OF REGISTRATION FEE
================================================================================================================== 
    Title of securities              Number of       Proposed maximum    Proposed maximum      Amount of
     to be registered               shares to be    offering price per  aggregate offering   registration fee (2)
                                     registered          share (1)           price (1)
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $2.00 per                             
share                                650,000          $32.69               $21,248,500         $6,438.94
==================================================================================================================
(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 December 19,
     1996, as reported on the National Association of Securities Dealers'
     National Market System.

(2)  Calculated pursuant to Section 6(b) as follows:  proposed maximum aggregate
     offering price per 3300.

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

                                      II-1
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
--------------           -------

3.1            Articles of Incorporation of the Registrant (1)(Attachment E)

3.2            Bylaws of the Registrant (1) (Attachment E)

5.1            Opinion of Morgan, Lewis & Bockius LLP

23.1           Consent of Coopers & Lybrand, L.L.P.

23.2           Consent of Morgan, Lewis & Bockius LLP (included as part of
               Exhibit 5.1)

24.1           Power of Attorney (included as part of the signature page)

99.1           Susquehanna Bancshares, Inc. Equity Compensation Plan

----------------------
(1)    Exhibit incorporated herein by reference to the Registrant's Registration
       Statement on Form S-4 (Registration No. 33-53608) filed with the
       Securities and Exchange Commission on October 22, 1992.

                                      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)  The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 if under the Securities Act of 1934;
and, where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

         (d)  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 

                                      II-3
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-4
SIGNATURES

       The Registrant.  Pursuant to the requirements of the Securities Act of
       ---------------                                                       
1933, as amended, 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 20th day of December, 1996.

                            SUSQUEHANNA BANCSHARES, INC.

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

          The Plan.  Pursuant to the requirements of the Securities Act of 1933,
          ---------                                                             
as amended, the Susquehanna Bancshares, Inc. Equity Compensation Plan Committee
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 December 20, 1996

                            SUSQUEHANNA BANCSHARES, INC.
                            EQUITY COMPENSATION PLAN

                            By: SUSQUEHANNA BANCSHARES, INC. EQUITY
                                COMPENSATION PLAN COMMITTEE

                            By: /s/ George J. Morgan
                                ------------------------------------------------
                                   George J. Morgan, Chairman of the Susquehanna
                                   Bancshares, Inc. Equity Compensation Plan
                                   Committee
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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     December 20, 1996
Robert S. Bolinger           Officer and a Director                             
                                                                                
/s/ Drew K. Hostetter                                                           
---------------------------  Treasurer (Principal Financial    December 20, 1996
Drew K. Hostetter            and Accounting Officer)                            
                                                                                
/s/ Richard M. Cloney                                                           
---------------------------  Vice President, Secretary and a   December 20, 1996
Richard M. Cloney            Director                                           
                                                                                
/s/ John M. Denlinger                                                           
---------------------------  Director                          December 20, 1996
John M. Denlinger                                                               
                                                                                
/s/ Henry H. Gibbel                                                             
---------------------------  Director                          December 13, 1996
Henry H. Gibbel                                                                 
                                                                                
/s/ Richard E. Funke                                                            
---------------------------  Director                          December 20, 1996
Richard E. Funke                                                                
                                                                                
/s/ George J. Morgan                                                            
---------------------------  Director                          December 20, 1996
George J. Morgan                                                                
                                                                                
/s/ James G. Apple                                                              
---------------------------  Director                          December 20, 1996
James G. Apple                                                                  
                                                                                
/s/ Edward W. Helfrick                                                          
---------------------------  Director                          December 20, 1996
Edward W. Helfrick                                                              
                                                                                
/s/ Roger V. Weist                                                              
---------------------------  Director                          December 12, 1996
Roger V. Weist                                                                  
                                                                                
/s/ Marley R. Gross                                                             
---------------------------  Director                          December 20, 1996
Marley R. Gross
Signature                        Title                            Date 
         ---------                        -----                            ----
/s/ T. Max Hall                                                                 
---------------------------  Director                          December 13, 1996
T. Max Hall                                                                     
                                                                                
/s/ Raymond M. O'Connell                                                        
---------------------------  Director                          December 20, 1996
Raymond M. O'Connell                                                            
                                                                                
/s/ C. William Hetzer, Jr.                                                      
---------------------------  Director                          December 20, 1996
C. William Hetzer, Jr.                                                          
                                                                                
/s/ Robert C. Reymer, Jr.                                                       
---------------------------  Director                          December 20, 1996
Robert C. Reymer, Jr.                                                           
                                                                                
/s/ Robert S. Bolinger                                                          
---------------------------  Attorney-in-Fact                  December 20, 1996
Robert S. Bolinger                                                              
                                                                                
/s/ Richard M. Cloney                                                           
---------------------------  Attorney-in-Fact                  December 20, 1996
Richard M. Cloney
SUSQUEHANNA BANCSHARES, INC.

                               INDEX TO EXHIBITS

 
Exhibit Number             Document
--------------             --------
3.1                     Articles of Incorporation of the Registrant (1)(Attachment E)             
                                                                                                     
   3.2                     Bylaws of the Registrant (1) (Attachment E)                               
                                                                                                     
   5.1                     Opinion of Morgan, Lewis & Bockius LLP                                    
                                                                                                     
   23.1                    Consent of Coopers & Lybrand, L.L.P.                                      
                                                                                                     
   23.2                    Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1)  
                                                                                                     
   24.1                    Power of Attorney (included as part of the signature page)                
                                                                                                     
   99.1                    Susquehanna Bancshares, Inc. Equity Compensation Plan