As filed with the Securities and Exchange Commission on
July 3, 2001

                                      Registration No. _________

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

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                        ____________________

                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                        ____________________

                   SOVEREIGN BANCORP, INC.
        (Exact name of Registrant as specified in its charter)

           Pennsylvania                       23-2453088
   (State or other jurisdiction             (I.R.S. Employer
 of incorporation or organization)       Identification Number)

           Sovereign Bancorp, Inc. 2001 Stock Incentive Plan
                         (Full title of Plan)

                         Sovereign Bancorp, Inc.
                             2000 Market Street
                    Philadelphia, Pennsylvania 19103
                             (215) 557-4630
  (Address, including zip code, and telephone number, including
      area code, of Registrant's principal executive offices)

                        David A. Silverman, Esquire
                               General Counsel
                         Sovereign Bancorp, Inc.
                          1130 Berkshire Boulevard
                       Wyomissing, Pennsylvania 19610
                             (610) 320-8400
           (Name, address, including zip code, and telephone
           number, including area code, of agent for service)

                            Copies to:

                      William J. Reynolds, Esquire
                         Stevens & Lee, P.C.
                       111 North Sixth Street
                            P.O. Box 679
                 Reading, Pennsylvania  19603-0679
                           (610) 478-2099
                       ____________________

                   CALCULATION OF REGISTRATION FEE

                               Proposed   Proposed      Amount
Title of each                  Maximum    Maximum       of
Class of         Amount        Offering   Aggregate     Regist-
Securities to    to be         Price per  Offering      ration
Registered(1)    Registered    Share(2)   Price(2)      Fee

Common Stock,   10,000,000      $12.97   $129,700,000  $34,425
no par value

(1)  Based on the maximum number of shares of Sovereign Bancorp,
Inc. common stock, no par value per share, authorized for
issuance under the plan set forth above.  An indeterminate
number of shares of common stock as may become issuable by
reason of the anti-dilution provisions of the plans are also
hereby registered.

(2)  Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee based
upon the average of the bid and asked prices for a share of the
Registrant's common stock on June 29, 2001.

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



                           PART II

Item 3.  Incorporation of Documents by Reference.

     In this Registration Statement, "we," "us" and "our" refer
to Sovereign Bancorp, Inc.

     The following documents filed with the Securities and
Exchange Commission (the "SEC") are incorporated by reference in
this Registration Statement and made a part hereof:

(a)  our Annual Report on Form 10-K for the fiscal year ended
     December 31, 2000;

(b)  our Quarterly Report on Form 10-Q for the fiscal quarter
     ended March 31, 2001;

(c)  our Current Reports on Form 8-K filed with the SEC on
     January 25, 2001 (as amended by 8-K/A filed on February 5,
     2001), February 8, 2001, February 12, 2001, February 21,
     2001 and March 27, 2001, and our Current Report on Form
     8-K/A No. 2 filed on July 3, 2001;

(e)  our Registration Statement on Form 8-A, filed with the SEC
     on July 3, 2001, pursuant to which we registered our common
     stock under the Securities Exchange Act of 1934, and any
     amendments or reports filed for the purpose of updating
     such registration statement;

(f)  our Registration Statement on Form 8-A, filed with the SEC
     on July 3, 2001, pursuant to which we registered certain
     stock purchase rights under the Securities Exchange Act of
     1934, and any amendments or reports filed for the purpose
     of updating such registration statement; and

(f)  all other documents filed by us after the date of this
     Registration Statement under Section 13(a), 13(c),14 and
     15(d) of the Securities Exchange Act of 1934, prior to
     the filing of a post-effective amendment to the
     Registration Statement which indicates that all securities
     offered have been sold or which deregisters all securities
     then remaining unsold, shall be deemed to be incorporated
     by reference in this Registration Statement and part of
     this Registration Statement from the date of filing of such
     documents.



Item 4.  Description of Securities.

     Our authorized capital consists of 400,000,000 shares of
Common Stock, no par value, and 7,500,000 shares of authorized
preferred stock.  As of March 31, 2001, there were 256,163,718
shares of our Common Stock issued and outstanding and no shares
of preferred stock issued and outstanding.  There are no other
shares of capital stock authorized, issued or outstanding.  We
have no options, warrants, or other rights authorized, issued or
outstanding, other than as described below under "Units" and
"Shareholder Rights Plan," and options granted under our stock
option plans.

Common Stock

     The holders of our Common Stock share ratably in dividends
when and if declared by our board of directors from legally
available funds.  Our declaration and payment of cash dividends
depends upon dividend payments by Sovereign Bank, which are our
primary source of revenue and cash flow.  We are a legal entity
separate and distinct from our subsidiaries.  Accordingly, our
right, and consequently the right of our creditors and
shareholders, to participate in any distribution of the assets
or earnings of any subsidiary is necessarily subject to the
prior claims of creditors of the subsidiary, except to the
extent that our claims in our capacity as a creditor may be
recognized.

     Prior to the issuance of any of our preferred stock that
possesses voting rights (see "Preferred Stock" below), the
holders of shares of Common Stock will possess exclusive voting
rights on matters upon which shareholders have the right to
vote.  Each holder of shares of our Common Stock has one vote
for each share held on matters upon which shareholders have the
right to vote.  Our shareholders cannot cumulate votes in the
election of directors.

     The holders of our Common Stock have no preemptive rights
to acquire any additional shares of our Common Stock.  In
addition, our Common Stock is not subject to redemption.

     Our articles of incorporation authorize our board of
directors to issue authorized shares of our Common Stock without
shareholder approval.  Our Common Stock is presently included
for quotation on the Nasdaq National Market.  We have, however,
recently commenced the process to list our Common Stock on the
New York Stock Exchange under the symbol "SOV".

     In the event of our liquidation, dissolution or winding-up,
whether voluntary or involuntary, holders of our Common Stock
share ratably in any of our assets or funds that are available
for distribution to shareholders after the satisfaction of our
liabilities (or after adequate provision is made therefor) and
after payment of any liquidation preferences of any outstanding
of our preferred stock.

Preferred Stock

     Our board of directors is authorized to approve the
issuance of our preferred stock, without any required approval
of shareholders.  Our board determines the rights,
qualifications, restrictions, and limitations on each series of
our preferred stock at the time of issuance.  These rights may
include rights to participating dividends, voting and
convertibility into shares of our Common Stock.  Shares of our
preferred stock may have dividend, redemption, voting, and
liquidation rights taking priority over our Common Stock, and
may be convertible into our Common Stock.

Units

     On November 15, 1999, Sovereign Capital Trust II, a special
purpose statutory trust, issued 5,750,000 units of trust
preferred securities.  Each unit consists of:

     *  a preferred security having a stated liquidation amount
        of $50, representing an undivided beneficial ownership
        interest in the assets of the trust, which assets will
        consist solely of debentures issued by us; and

     *  a warrant to purchase, at any time prior November 20,
        2029 (subject to redemption), 5.3355 shares (subject
        to antidilution adjustments) of our Common Stock.
        The exercise price of the warrants is equal to the
        accreted value of the preferred securities (subject
        to antidilution adjustments).  The accreted value
        of a preferred security is equal to the accreted
        value of a debenture, which is equal to the sum of
        the initial purchase price of the preferred security
        component of each unit (i.e. $32.50) plus accrual of
        the discount (i.e. the difference between the
        principal amount of $50 payable in respect of a
        debenture on November 15, 2029 and the initial
        purchase price), calculated from November 15, 1999
        to the date of calculation at the all-in-yield of
        11.74% per annum on a quarterly bond equivalent
        yield basis using a 360-day year of twelve 30-day
        months until such sum equals $50 on November 15,
        2029.

Shareholder Rights Plan

     We maintain a shareholder rights plan designed to protect
shareholders from attempts to acquire control of us at an
inadequate price.  Under the shareholder rights plan, each
outstanding share of our Common Stock has attached to it one
right to purchase one-hundredth of a share of junior
participating preferred stock at an initial exercise price of
$40.  The rights are not currently exercisable or transferable,
and no separate certificates evidencing such rights will be
distributed, unless certain events occur.

     A holder can exercise the rights to purchase shares of the
junior participating preferred stock if a person, group, or
other entity acquires or commences a tender offer or an exchange
offer for 9.9% or more of total voting power.  A holder can also
exercise if our board of directors declares a person or group
who has become a beneficial owner of at least 4.9% of our Common
Stock or total voting power an "adverse person," as defined in
the rights plan, as amended.

     After the rights become exercisable, the rights (other than
rights held by a 9.9% beneficial owner or an "adverse person")
generally will entitle the holders to purchase either our Common
Stock or the common stock of the potential acquiror, in lieu of
the junior participating preferred stock, at a substantially
reduced price.

     The rights can be redeemed at $.001 per right at any time
by majority vote of our "continuing directors," as defined in
the rights plan, as amended, and such other vote as required by
law or our bylaws until the tenth business day following public
announcement that a 9.9% position has been acquired.  At any
time prior to the date the rights become nonredeemable, our
"continuing directors" can extend the redemption period.  Rights
are not redeemable following an "adverse person" determination.

Special Charter and Pennsylvania Corporate Law Provisions

     Our articles of incorporation and bylaws contain certain
provisions which may have the effect of deterring or
discouraging, among other things, a nonnegotiated tender or
exchange offer for our stock, a proxy contest for control of us,
the assumption of control of us by a holder of a large block of
our stock and the removal of our management.  These provisions:

     *  empower our board of directors, without shareholder
        approval, to issue our preferred stock, the terms of
        which, including voting power, are set by our board of
        directors;

     *  divide our board of directors into three classes serving
        staggered three-year terms;

     *  restrict the ability of shareholders to remove
        directors;

     *  require that shares with at least 80% of total voting
        power approve mergers and other similar transactions
        with a person or entity holding stock with more than 5%
        of our voting power, if the transaction is not approved,
        in advance, by our board of directors;

     *  prohibit shareholders' actions without a meeting;

     *  require that shares with at least 80%, or in certain
        instances a majority, of total voting power approve the
        repeal or amendment of our articles of incorporation;

     *  require any person who acquires our stock with voting
        power of 25% or more to offer to purchase for cash all
        remaining shares of our voting stock at the highest
        price paid by such person for shares of our voting stock
        during the preceding year;

     *  eliminate cumulative voting in elections of directors;

     *  require an affirmative vote of at least two-thirds of
        out total voting power in order for shareholders to
        repeal or amend our bylaws;

     *  require advance notice of nominations for the election
        of directors and the presentation of shareholder
        proposals at meetings of shareholders; and

     *  provide that officers, directors, employees, agents and
        person who own 5% or more of the voting securities of
        any other corporation or other entity that owns 66-2/3%
        or more of our outstanding voting stock cannot
        constitute a majority of the members of our board of
        directors.

     The Pennsylvania Business Corporation Law of 1988 also
contains certain provisions applicable to us which may have the
effect of impeding a change in control.  These provisions, among
other things:

     *  require that, following any acquisition of 20% of a
        public corporation's voting power, the remaining
        shareholders have the right to receive payment for their
        shares, in cash, from the acquiring person or group in
        an amount equal to the "fair value" of the shares,
        including an increment representing a proportion of any
        value payable for control of the corporation; and

     *  prohibit for five years, subject to certain exceptions,
        a "business combination," which includes a merger or
        consolidation of the corporation or a sale, lease or
        exchange of assets, with a shareholder or group of
        shareholders beneficially owning 20% or more of a public
        corporation's voting power.

     In 1990, Pennsylvania adopted legislation further amending
the Pennsylvania Business Corporation Law of 1988.  To the
extent applicable to us at the present time, this legislation
generally:

     *  expands the factors and groups (including shareholders)
        which our board of directors can consider in determining
        whether a certain action is in the best interests of the
        corporation;

     *  provides that our board of directors need not consider
        the interests of any particular group as dominant or
        controlling;

     *  provides that our directors, in order to satisfy the
        presumption that they have acted in the best interests
        of the corporation, need not satisfy any greater
        obligation or higher burden of proof for actions
        relating to an acquisition or potential acquisition of
        control;

     *  provides that actions relating to acquisitions of
        control that are approved by a majority of
        "disinterested directors" are presumed to satisfy the
        directors' standard, unless it is proven by clear and
        convincing evidence that the directors did not assent to
        such action in good faith after reasonable
        investigation; and

     *  provides that the fiduciary duty of our directors is
        solely to the corporation and may be enforced by the
        corporation or by a shareholder in a derivative action,
        but not by a shareholder directly.

     The 1990 amendments to the Pennsylvania Business
Corporation Law of 1988 explicitly provide that the fiduciary
duty of directors does not require directors to:

     *  redeem any rights under, or to modify or render
        inapplicable, any shareholder rights plan;

     *  render inapplicable, or make determinations under,
        provisions of the Pennsylvania Business Corporation Law
        of 1988, relating to control transactions, business
        combinations, control share acquisitions or disgorgement
        by certain controlling shareholders following attempts
        to acquire control; or

     *  act as the board of directors, a committee of the board
        or an individual director solely because of the effect
        such action might have on an acquisition or potential or
        proposed acquisition of control of the corporation or
        the consideration that might be offered or paid to
        shareholders in such an acquisition.

     One of the effects of the 1990 fiduciary duty statutory
provisions may be to make it more difficult for a shareholder to
successfully challenge the actions of our board of directors in
a potential change in control context.  Pennsylvania case law
appears to provide that the fiduciary duty standard under the
1990 amendments to the Pennsylvania Business Corporation Law of
1988 grants directors the statutory authority to reject or
refuse to consider any potential or proposed acquisition of the
corporation.

     We opted out of coverage by the "disgorgement" and
"control-share acquisition" statutes included in the 1990
legislation, pursuant to a bylaw amendment as permitted by the
legislation.  To the extent applicable to a Pennsylvania
corporation, the "disgorgement" statute generally requires
disgorgement by any person or group who or which has acquired or
publicly disclosed an intent to acquire 20% or more of a
corporation's voting power of any profit realized from the sale
of any shares acquired within specified time periods of such
acquisition or disclosure if the shares are sold within eighteen
months thereafter.  The "control share acquisition" statute
generally prohibits a person or group who or which exceeds
certain stock ownership thresholds (20%, 33-1/3% and 50%) for
the first time from voting the "control shares" (i.e., the
shares owned in excess of the applicable threshold) unless
voting rights are restored by a vote of disinterested
shareholders.  As a result of our output from coverage for these
statutes, neither the "disgorgement" nor the "control share
acquisition" statute would apply to a nonnegotiated attempt to
acquire control of us, although such an attempt would still be
subject to the special charter and other provisions described in
the preceding paragraphs.  We can reverse this action, and
thereby cause the "disgorgement" and "control share acquisition"
statutes to apply to an attempt to acquire control of us, by
means of an amendment to our bylaws, which could be adopted by
our board of directors, without shareholder approval.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such
capacities for any action taken or any failure to act, whether
or not the corporation would have the power to indemnify the
person under any provision of law, unless such action or failure
to act is determined by a court to have constituted recklessness
or willful misconduct.  Pennsylvania law also permits the
adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any
action unless (1) the director has breached or failed to perform
the duties of his office and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or
recklessness.

     Our bylaws provide for (1) indemnification of our
directors, officers, employees and agents and (2) the
elimination of a director's liability for monetary damages, to
the fullest extent permitted by Pennsylvania law.

     Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by US.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits

     Exhibits:

Number    Description

  4.1     Amended and Restated provisions of Articles of
          Incorporation of Sovereign Bancorp, Inc.
          (Incorporated by reference to Exhibit 3.1 to
          Sovereign's Registration Statement No. 333-86961-01
          on Form S-3.)

  4.2     Bylaws of Sovereign Bancorp, Inc.  (Incorporated by
          reference to Exhibit 3.2 to Sovereign's Annual Report
          on Form 10-K for the year ended December 31, 1998)

  4.3     Amended and Restated Rights Agreement, dated as of
          June 21, 2001, between Sovereign Bancorp, Inc. and
          Mellon Investor Services (Incorporated by reference to
          Exhibit 4.1 to Sovereign Bancorp's Current Report on
          Form 8-K/A No. 2 filed on July 3, 2001).

  5.1     Opinion and consent of Stevens & Lee.

 23.1     Consent of Ernst & Young LLP.

 23.2     Consent of Stevens & Lee (included in Exhibit 5.1).

 24.1     Powers of Attorney of Directors and Officers (included
          on signature page).

 99.1     Sovereign Bancorp, Inc. 2001 Stock Incentive Plan.
_____


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.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.

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

                      Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by these
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 which
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
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 an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the 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.

     (h)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.



                        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 that it has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Wyomissing, Commonwealth of
Pennsylvania, on June 21, 2001.

                               SOVEREIGN BANCORP, INC.

                               By  /s/ Jay S. Sidhu
                                   Jay S. Sidhu,
                                   President and Chief Executive
                                   Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jay S. Sidhu,
James D. Hogan, Lawrence M. Thompson, Jr. or Joseph M. Harenza,
and each of them, his true and lawful attorney-in-fact, as agent
with full power of substitution and resubstitution of him and in
his name, place and stead, in any and all capacity, to sign any
or all amendments to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

   Signature                Title

/s/ Richard E. Mohn         Chairman of the        June 21, 2001
Richard E. Mohn             Board and Director

/s/ Jay S. Sidhu            President, Chief       June 21, 2001
Jay S. Sidhu                Executive Officer
                            and Director

                            Director               June 21, 2001
John Anderson Fry

/s/ Brian Hard              Director               June 21, 2001
Brian Hard

/s/ Daniel K. Rothermel     Director               June 21, 2001
Daniel K. Rothermel

/s/ Cameron C. Troilo       Director               June 21, 2001
Cameron C. Troilo

/s/ James D. Hogan         Chief Financial         June 21, 2001
James D. Hogan             Officer

/s/ George S. Rapp         Chief Accounting        June 21, 2001
George S. Rapp             Officer



                        EXHIBIT INDEX

Number   Description

  4.1     Amended and Restated provisions of Articles of
          Incorporation of Sovereign Bancorp, Inc.
          (Incorporated by reference to Exhibit 3.1 to
          Sovereign's Registration Statement No. 333-86961-01
          on Form S-3.)

  4.2     Bylaws of Sovereign Bancorp, Inc.  (Incorporated by
          reference to Exhibit 3.2 to Sovereign's Annual Report
          on Form 10-K for the year ended December 31, 1998)

  4.3     Amended and Restated Rights Agreement, dated as of
          June 21, 2001, between Sovereign Bancorp, Inc. and
          Mellon Investor Services (Incorporated by reference to
          Exhibit 4.1 to Sovereign Bancorp's Current Report on
          Form 8-K/A No. 2 filed on July 3, 2001).

  5.1     Opinion and consent of Stevens & Lee.

 23.1     Consent of Ernst & Young LLP.

 23.2     Consent of Stevens & Lee (included in Exhibit 5.1).

 24.1     Powers of Attorney of Directors and Officers (included
          on signature page).

 99.1     Sovereign Bancorp, Inc. 2001 Stock Incentive Plan.

_____
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As filed with the Securities and Exchange Commission on
July 3, 2001

                                      Registration No. _________

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

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                        ____________________

                             FORM S-8
                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
                        ____________________

                   SOVEREIGN BANCORP, INC.
        (Exact name of Registrant as specified in its charter)

           Pennsylvania                       23-2453088
   (State or other jurisdiction             (I.R.S. Employer
 of incorporation or organization)       Identification Number)

           Sovereign Bancorp, Inc. 2001 Stock Incentive Plan
                         (Full title of Plan)

                         Sovereign Bancorp, Inc.
                             2000 Market Street
                    Philadelphia, Pennsylvania 19103
                             (215) 557-4630
  (Address, including zip code, and telephone number, including
      area code, of Registrant's principal executive offices)

                        David A. Silverman, Esquire
                               General Counsel
                         Sovereign Bancorp, Inc.
                          1130 Berkshire Boulevard
                       Wyomissing, Pennsylvania 19610
                             (610) 320-8400
           (Name, address, including zip code, and telephone
           number, including area code, of agent for service)

                            Copies to:

                      William J. Reynolds, Esquire
                         Stevens & Lee, P.C.
                       111 North Sixth Street
                            P.O. Box 679
                 Reading, Pennsylvania  19603-0679
                           (610) 478-2099
                       ____________________

                   CALCULATION OF REGISTRATION FEE

                               Proposed   Proposed      Amount
Title of each                  Maximum    Maximum       of
Class of         Amount        Offering   Aggregate     Regist-
Securities to    to be         Price per  Offering      ration
Registered(1)    Registered    Share(2)   Price(2)      Fee

Common Stock,   10,000,000      $12.97   $129,700,000  $34,425
no par value

(1)  Based on the maximum number of shares of Sovereign Bancorp,
Inc. common stock, no par value per share, authorized for
issuance under the plan set forth above.  An indeterminate
number of shares of common stock as may become issuable by
reason of the anti-dilution provisions of the plans are also
hereby registered.

(2)  Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee based
upon the average of the bid and asked prices for a share of the
Registrant's common stock on June 29, 2001.

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

                           PART II

Item 3.  Incorporation of Documents by Reference.

     In this Registration Statement, "we," "us" and "our" refer
to Sovereign Bancorp, Inc.

     The following documents filed with the Securities and
Exchange Commission (the "SEC") are incorporated by reference in
this Registration Statement and made a part hereof:

(a)  our Annual Report on Form 10-K for the fiscal year ended
     December 31, 2000;

(b)  our Quarterly Report on Form 10-Q for the fiscal quarter
     ended March 31, 2001;

(c)  our Current Reports on Form 8-K filed with the SEC on
     January 25, 2001 (as amended by 8-K/A filed on February 5,
     2001), February 8, 2001, February 12, 2001, February 21,
     2001 and March 27, 2001, and our Current Report on Form
     8-K/A No. 2 filed on July 3, 2001;

(e)  our Registration Statement on Form 8-A, filed with the SEC
     on July 3, 2001, pursuant to which we registered our common
     stock under the Securities Exchange Act of 1934, and any
     amendments or reports filed for the purpose of updating
     such registration statement;

(f)  our Registration Statement on Form 8-A, filed with the SEC
     on July 3, 2001, pursuant to which we registered certain
     stock purchase rights under the Securities Exchange Act of
     1934, and any amendments or reports filed for the purpose
     of updating such registration statement; and

(f)  all other documents filed by us after the date of this
     Registration Statement under Section 13(a), 13(c),14 and
     15(d) of the Securities Exchange Act of 1934, prior to
     the filing of a post-effective amendment to the
     Registration Statement which indicates that all securities
     offered have been sold or which deregisters all securities
     then remaining unsold, shall be deemed to be incorporated
     by reference in this Registration Statement and part of
     this Registration Statement from the date of filing of such
     documents.

Item 4.  Description of Securities.

     Our authorized capital consists of 400,000,000 shares of
Common Stock, no par value, and 7,500,000 shares of authorized
preferred stock.  As of March 31, 2001, there were 256,163,718
shares of our Common Stock issued and outstanding and no shares
of preferred stock issued and outstanding.  There are no other
shares of capital stock authorized, issued or outstanding.  We
have no options, warrants, or other rights authorized, issued or
outstanding, other than as described below under "Units" and
"Shareholder Rights Plan," and options granted under our stock
option plans.

Common Stock

     The holders of our Common Stock share ratably in dividends
when and if declared by our board of directors from legally
available funds.  Our declaration and payment of cash dividends
depends upon dividend payments by Sovereign Bank, which are our
primary source of revenue and cash flow.  We are a legal entity
separate and distinct from our subsidiaries.  Accordingly, our
right, and consequently the right of our creditors and
shareholders, to participate in any distribution of the assets
or earnings of any subsidiary is necessarily subject to the
prior claims of creditors of the subsidiary, except to the
extent that our claims in our capacity as a creditor may be
recognized.

     Prior to the issuance of any of our preferred stock that
possesses voting rights (see "Preferred Stock" below), the
holders of shares of Common Stock will possess exclusive voting
rights on matters upon which shareholders have the right to
vote.  Each holder of shares of our Common Stock has one vote
for each share held on matters upon which shareholders have the
right to vote.  Our shareholders cannot cumulate votes in the
election of directors.

     The holders of our Common Stock have no preemptive rights
to acquire any additional shares of our Common Stock.  In
addition, our Common Stock is not subject to redemption.

     Our articles of incorporation authorize our board of
directors to issue authorized shares of our Common Stock without
shareholder approval.  Our Common Stock is presently included
for quotation on the Nasdaq National Market.  We have, however,
recently commenced the process to list our Common Stock on the
New York Stock Exchange under the symbol "SOV".

     In the event of our liquidation, dissolution or winding-up,
whether voluntary or involuntary, holders of our Common Stock
share ratably in any of our assets or funds that are available
for distribution to shareholders after the satisfaction of our
liabilities (or after adequate provision is made therefor) and
after payment of any liquidation preferences of any outstanding
of our preferred stock.

Preferred Stock

     Our board of directors is authorized to approve the
issuance of our preferred stock, without any required approval
of shareholders.  Our board determines the rights,
qualifications, restrictions, and limitations on each series of
our preferred stock at the time of issuance.  These rights may
include rights to participating dividends, voting and
convertibility into shares of our Common Stock.  Shares of our
preferred stock may have dividend, redemption, voting, and
liquidation rights taking priority over our Common Stock, and
may be convertible into our Common Stock.

Units

     On November 15, 1999, Sovereign Capital Trust II, a special
purpose statutory trust, issued 5,750,000 units of trust
preferred securities.  Each unit consists of:

     *  a preferred security having a stated liquidation amount
        of $50, representing an undivided beneficial ownership
        interest in the assets of the trust, which assets will
        consist solely of debentures issued by us; and

     *  a warrant to purchase, at any time prior November 20,
        2029 (subject to redemption), 5.3355 shares (subject
        to antidilution adjustments) of our Common Stock.
        The exercise price of the warrants is equal to the
        accreted value of the preferred securities (subject
        to antidilution adjustments).  The accreted value
        of a preferred security is equal to the accreted
        value of a debenture, which is equal to the sum of
        the initial purchase price of the preferred security
        component of each unit (i.e. $32.50) plus accrual of
        the discount (i.e. the difference between the
        principal amount of $50 payable in respect of a
        debenture on November 15, 2029 and the initial
        purchase price), calculated from November 15, 1999
        to the date of calculation at the all-in-yield of
        11.74% per annum on a quarterly bond equivalent
        yield basis using a 360-day year of twelve 30-day
        months until such sum equals $50 on November 15,
        2029.

Shareholder Rights Plan

     We maintain a shareholder rights plan designed to protect
shareholders from attempts to acquire control of us at an
inadequate price.  Under the shareholder rights plan, each
outstanding share of our Common Stock has attached to it one
right to purchase one-hundredth of a share of junior
participating preferred stock at an initial exercise price of
$40.  The rights are not currently exercisable or transferable,
and no separate certificates evidencing such rights will be
distributed, unless certain events occur.

     A holder can exercise the rights to purchase shares of the
junior participating preferred stock if a person, group, or
other entity acquires or commences a tender offer or an exchange
offer for 9.9% or more of total voting power.  A holder can also
exercise if our board of directors declares a person or group
who has become a beneficial owner of at least 4.9% of our Common
Stock or total voting power an "adverse person," as defined in
the rights plan, as amended.

     After the rights become exercisable, the rights (other than
rights held by a 9.9% beneficial owner or an "adverse person")
generally will entitle the holders to purchase either our Common
Stock or the common stock of the potential acquiror, in lieu of
the junior participating preferred stock, at a substantially
reduced price.

     The rights can be redeemed at $.001 per right at any time
by majority vote of our "continuing directors," as defined in
the rights plan, as amended, and such other vote as required by
law or our bylaws until the tenth business day following public
announcement that a 9.9% position has been acquired.  At any
time prior to the date the rights become nonredeemable, our
"continuing directors" can extend the redemption period.  Rights
are not redeemable following an "adverse person" determination.

Special Charter and Pennsylvania Corporate Law Provisions

     Our articles of incorporation and bylaws contain certain
provisions which may have the effect of deterring or
discouraging, among other things, a nonnegotiated tender or
exchange offer for our stock, a proxy contest for control of us,
the assumption of control of us by a holder of a large block of
our stock and the removal of our management.  These provisions:

     *  empower our board of directors, without shareholder
        approval, to issue our preferred stock, the terms of
        which, including voting power, are set by our board of
        directors;

     *  divide our board of directors into three classes serving
        staggered three-year terms;

     *  restrict the ability of shareholders to remove
        directors;

     *  require that shares with at least 80% of total voting
        power approve mergers and other similar transactions
        with a person or entity holding stock with more than 5%
        of our voting power, if the transaction is not approved,
        in advance, by our board of directors;

     *  prohibit shareholders' actions without a meeting;

     *  require that shares with at least 80%, or in certain
        instances a majority, of total voting power approve the
        repeal or amendment of our articles of incorporation;

     *  require any person who acquires our stock with voting
        power of 25% or more to offer to purchase for cash all
        remaining shares of our voting stock at the highest
        price paid by such person for shares of our voting stock
        during the preceding year;

     *  eliminate cumulative voting in elections of directors;

     *  require an affirmative vote of at least two-thirds of
        out total voting power in order for shareholders to
        repeal or amend our bylaws;

     *  require advance notice of nominations for the election
        of directors and the presentation of shareholder
        proposals at meetings of shareholders; and

     *  provide that officers, directors, employees, agents and
        person who own 5% or more of the voting securities of
        any other corporation or other entity that owns 66-2/3%
        or more of our outstanding voting stock cannot
        constitute a majority of the members of our board of
        directors.

     The Pennsylvania Business Corporation Law of 1988 also
contains certain provisions applicable to us which may have the
effect of impeding a change in control.  These provisions, among
other things:

     *  require that, following any acquisition of 20% of a
        public corporation's voting power, the remaining
        shareholders have the right to receive payment for their
        shares, in cash, from the acquiring person or group in
        an amount equal to the "fair value" of the shares,
        including an increment representing a proportion of any
        value payable for control of the corporation; and

     *  prohibit for five years, subject to certain exceptions,
        a "business combination," which includes a merger or
        consolidation of the corporation or a sale, lease or
        exchange of assets, with a shareholder or group of
        shareholders beneficially owning 20% or more of a public
        corporation's voting power.

     In 1990, Pennsylvania adopted legislation further amending
the Pennsylvania Business Corporation Law of 1988.  To the
extent applicable to us at the present time, this legislation
generally:

     *  expands the factors and groups (including shareholders)
        which our board of directors can consider in determining
        whether a certain action is in the best interests of the
        corporation;

     *  provides that our board of directors need not consider
        the interests of any particular group as dominant or
        controlling;

     *  provides that our directors, in order to satisfy the
        presumption that they have acted in the best interests
        of the corporation, need not satisfy any greater
        obligation or higher burden of proof for actions
        relating to an acquisition or potential acquisition of
        control;

     *  provides that actions relating to acquisitions of
        control that are approved by a majority of
        "disinterested directors" are presumed to satisfy the
        directors' standard, unless it is proven by clear and
        convincing evidence that the directors did not assent to
        such action in good faith after reasonable
        investigation; and

     *  provides that the fiduciary duty of our directors is
        solely to the corporation and may be enforced by the
        corporation or by a shareholder in a derivative action,
        but not by a shareholder directly.

     The 1990 amendments to the Pennsylvania Business
Corporation Law of 1988 explicitly provide that the fiduciary
duty of directors does not require directors to:

     *  redeem any rights under, or to modify or render
        inapplicable, any shareholder rights plan;

     *  render inapplicable, or make determinations under,
        provisions of the Pennsylvania Business Corporation Law
        of 1988, relating to control transactions, business
        combinations, control share acquisitions or disgorgement
        by certain controlling shareholders following attempts
        to acquire control; or

     *  act as the board of directors, a committee of the board
        or an individual director solely because of the effect
        such action might have on an acquisition or potential or
        proposed acquisition of control of the corporation or
        the consideration that might be offered or paid to
        shareholders in such an acquisition.

     One of the effects of the 1990 fiduciary duty statutory
provisions may be to make it more difficult for a shareholder to
successfully challenge the actions of our board of directors in
a potential change in control context.  Pennsylvania case law
appears to provide that the fiduciary duty standard under the
1990 amendments to the Pennsylvania Business Corporation Law of
1988 grants directors the statutory authority to reject or
refuse to consider any potential or proposed acquisition of the
corporation.

     We opted out of coverage by the "disgorgement" and
"control-share acquisition" statutes included in the 1990
legislation, pursuant to a bylaw amendment as permitted by the
legislation.  To the extent applicable to a Pennsylvania
corporation, the "disgorgement" statute generally requires
disgorgement by any person or group who or which has acquired or
publicly disclosed an intent to acquire 20% or more of a
corporation's voting power of any profit realized from the sale
of any shares acquired within specified time periods of such
acquisition or disclosure if the shares are sold within eighteen
months thereafter.  The "control share acquisition" statute
generally prohibits a person or group who or which exceeds
certain stock ownership thresholds (20%, 33-1/3% and 50%) for
the first time from voting the "control shares" (i.e., the
shares owned in excess of the applicable threshold) unless
voting rights are restored by a vote of disinterested
shareholders.  As a result of our output from coverage for these
statutes, neither the "disgorgement" nor the "control share
acquisition" statute would apply to a nonnegotiated attempt to
acquire control of us, although such an attempt would still be
subject to the special charter and other provisions described in
the preceding paragraphs.  We can reverse this action, and
thereby cause the "disgorgement" and "control share acquisition"
statutes to apply to an attempt to acquire control of us, by
means of an amendment to our bylaws, which could be adopted by
our board of directors, without shareholder approval.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such
capacities for any action taken or any failure to act, whether
or not the corporation would have the power to indemnify the
person under any provision of law, unless such action or failure
to act is determined by a court to have constituted recklessness
or willful misconduct.  Pennsylvania law also permits the
adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any
action unless (1) the director has breached or failed to perform
the duties of his office and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or
recklessness.

     Our bylaws provide for (1) indemnification of our
directors, officers, employees and agents and (2) the
elimination of a director's liability for monetary damages, to
the fullest extent permitted by Pennsylvania law.

     Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by US.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits

     Exhibits:

Number    Description

  4.1     Amended and Restated provisions of Articles of
          Incorporation of Sovereign Bancorp, Inc.
          (Incorporated by reference to Exhibit 3.1 to
          Sovereign's Registration Statement No. 333-86961-01
          on Form S-3.)

  4.2     Bylaws of Sovereign Bancorp, Inc.  (Incorporated by
          reference to Exhibit 3.2 to Sovereign's Annual Report
          on Form 10-K for the year ended December 31, 1998)

  4.3     Amended and Restated Rights Agreement, dated as of
          June 21, 2001, between Sovereign Bancorp, Inc. and
          Mellon Investor Services (Incorporated by reference to
          Exhibit 4.1 to Sovereign Bancorp's Current Report on
          Form 8-K/A No. 2 filed on July 3, 2001).

  5.1     Opinion and consent of Stevens & Lee.

 23.1     Consent of Ernst & Young LLP.

 23.2     Consent of Stevens & Lee (included in Exhibit 5.1).

 24.1     Powers of Attorney of Directors and Officers (included
          on signature page).

 99.1     Sovereign Bancorp, Inc. 2001 Stock Incentive Plan.
_____

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.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.

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

                      Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by these
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 which
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
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 an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the 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.

     (h)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                        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 that it has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Wyomissing, Commonwealth of
Pennsylvania, on June 21, 2001.

                               SOVEREIGN BANCORP, INC.

                               By  /s/ Jay S. Sidhu
                                   Jay S. Sidhu,
                                   President and Chief Executive
                                   Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jay S. Sidhu,
James D. Hogan, Lawrence M. Thompson, Jr. or Joseph M. Harenza,
and each of them, his true and lawful attorney-in-fact, as agent
with full power of substitution and resubstitution of him and in
his name, place and stead, in any and all capacity, to sign any
or all amendments to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

   Signature                Title

/s/ Richard E. Mohn         Chairman of the        June 21, 2001
Richard E. Mohn             Board and Director

/s/ Jay S. Sidhu            President, Chief       June 21, 2001
Jay S. Sidhu                Executive Officer
                            and Director

                            Director               June 21, 2001
John Anderson Fry

/s/ Brian Hard              Director               June 21, 2001
Brian Hard

/s/ Daniel K. Rothermel     Director               June 21, 2001
Daniel K. Rothermel

/s/ Cameron C. Troilo       Director               June 21, 2001
Cameron C. Troilo

/s/ James D. Hogan         Chief Financial         June 21, 2001
James D. Hogan             Officer

/s/ George S. Rapp         Chief Accounting        June 21, 2001
George S. Rapp             Officer

                        EXHIBIT INDEX

Number   Description

  4.1     Amended and Restated provisions of Articles of
          Incorporation of Sovereign Bancorp, Inc.
          (Incorporated by reference to Exhibit 3.1 to
          Sovereign's Registration Statement No. 333-86961-01
          on Form S-3.)

  4.2     Bylaws of Sovereign Bancorp, Inc.  (Incorporated by
          reference to Exhibit 3.2 to Sovereign's Annual Report
          on Form 10-K for the year ended December 31, 1998)

  4.3     Amended and Restated Rights Agreement, dated as of
          June 21, 2001, between Sovereign Bancorp, Inc. and
          Mellon Investor Services (Incorporated by reference to
          Exhibit 4.1 to Sovereign Bancorp's Current Report on
          Form 8-K/A No. 2 filed on July 3, 2001).

  5.1     Opinion and consent of Stevens & Lee.

 23.1     Consent of Ernst & Young LLP.

 23.2     Consent of Stevens & Lee (included in Exhibit 5.1).

 24.1     Powers of Attorney of Directors and Officers (included
          on signature page).

 99.1     Sovereign Bancorp, Inc. 2001 Stock Incentive Plan.

_____