As filed with the Securities and Exchange Commission on ~~May 18, 2001 Registration No. 333-______ ================================================================================~~ December 19, 2008

UNDER THE SECURITIES ACT OF 1933 ~~Fulton Financial Corporation ---------------------------- (Exact~~

(Exact name of ~~registrant~~Registrant as specified in its charter) Pennsylvania ------------ (State or other jurisdiction of incorporation or organization) 23-2195389 ---------- (I.R.S. Employer Identification No.) Charter)

Pennsylvania	23-2195389
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)
One Penn Square Lancaster, Pennsylvania 17604 (717) 291-2411	R. Scott Smith Chairman and Chief Executive Officer One Penn Square Lancaster, PA 17604 (717) 294-2411
(Address including zip code, and telephone number, including area code, of Registrant’s principal executive offices)	(Name, address, including zip code, and telephone number, including area code, of agent for service)

(717) 291-2411 -------------- (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) Rufus A. Fulton, Jr. Chairman and Chief Executive Officer One Penn Square Lancaster, Pennsylvania 17604 717-291-2411 ------------ (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Paul G. Mattaini, Esq. Barley, Snyder, Senft & Cohen, LLC 126 E. King Street Lancaster, Pennsylvania 17604 ------------------- 294-2411

Approximate date of commencement of proposed sale to the ~~public: As soon as practicable~~public: From time to time after the effective date of this ~~registration statement becomes effective.~~ Registration Statement.

If the only securities being registered on this ~~Form~~form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ~~[ ]~~ x

If any of the securities being registered on this ~~Form~~form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the ~~Securities~~securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ~~[ ]~~ o

If this ~~Form~~form is filed to register additional securities for an offering pursuant to ~~Rule~~rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of ~~the~~ earlier effective registration statement for the same offering. ~~[ ]~~ o

If this ~~Form~~form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ o

If ~~delivery of~~ this ~~prospectus~~Form is ~~expected~~a registration statement pursuant to ~~be made~~General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule ~~434, please~~462(e) under the Securities Act, check the following box. ~~[ ]~~ o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registration is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of of Securities to be Registered Offering Price Per Aggregate Offering Registration Fee Registered Unit(1)(2) Price(1)(2) - -------------------------------------------------------------------------------------------------------------------------- Common Stock 200,000 $20.195 $4,039,000 $1,010 - --------------------------------------------------------------------------------------------------------------------------
~~(1) Estimated solely for~~

Title of Each Class of Securities to be Registered

Amount to be Registered(1)

Proposed Maximum Offering Share Price (2)

Proposed Maximum Aggregate Offering Price (2)

Amount of Registration Fee

Common Stock, $2.50 par value

10,000,000 shares

$10.25

$102,500,000

$4,028.25

(1) Does not include shares of common stock previously registered on Registration Statement No. 333- 123532 on Form S-3, as amended. Pursuant to Rule 429 under the Securities Act of 1933, the prospectus that forms a part of this registration statement shall also relate to 2,000,000 shares of common stock previously registered for issuance and sale pursuant to registration Statement No. 333-123532. Registration fee in the amount of $5,171.74 was previously paid to the Commission in connection with these previously registered shares.

(2)Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(c). Based upon the average of the high and low price, as reported by NASDAQ, as of December 15, 2008.

This prospectus describes the ~~purpose~~Fulton Financial Corporation Dividend Reinvestment and Stock Purchase Plan (the “Plan”), which provides holders of ~~computing the registration fee. (2) Based on the average~~record of ~~the bid~~Fulton Financial Corporation’s common stock with a simple and ~~asked price~~convenient method of reinvesting cash dividends and making optional cash payments to acquire common stock of Fulton Financial Corporation (“Fulton Financial”). Fulton Financial’s common stock ~~as of May 15, 2001. The Registrant hereby amends this Registration Statement~~is listed on ~~such date or dates as may be necessary to delay its effective date until~~ the ~~Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of~~NASDAQ Capital Stock Market under the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ FULTON FINANCIAL CORPORATION One Penn Square Lancaster, Pennsylvania 17604 717-291-2411 200,000 sharessymbol “FULT”.

Shares of common stock to be issued under the Plan will be (i) purchased on the open market or (ii) purchased directly from us from authorized but unissued shares. All purchases will be made at market prices determined in the manner described in the Plan.

This Prospectus relates to an additional 10,000,000 shares of the $2.50 par value ~~$2.50 per share at market price as quoted on NASDAQ NASDAQ National Market Symbol: FULT~~common stock of Fulton Financial ~~Corporation is offering up~~ to ~~200,000 shares of its common stock, par value $2.50 per share, at market price as quoted by NASDAQ. There is no aggregate minimum number of shares or dollar amount that must~~ be ~~purchased as a condition to~~issued under the offering. Fulton Financial will offer these shares: (i) to and through broker-dealers and (ii) to institutional investors, in blocks of 5,000 or more shares. Fulton Financial does not anticipate offering these shares directly to members of the general public. The offering will begin on or about May 18, 2001, and will end on or before June 29, 2001 unless Fulton Financial, in its sole discretion, shall extend the duration of the offering. Fulton Financial may, in its sole discretion, terminate this offer prior to the indicated termination date. Plan.

Investing in our securities involves risks. Before buying any securities, you should carefully read the ~~"Investor Considerations" section,~~discussion of material risks involved in investing in our securities under the heading “Risk Factors” beginning on page ~~2, before investing. These securities have not been approved or disapproved by~~3.

Neither the Securities and Exchange Commission ornor any state securities commission ~~nor~~ has ~~the Securities and Exchange Commission~~approved or ~~any state~~disapproved of these securities ~~commission passed upon the accuracy~~ or ~~adequacy of~~determined if this ~~document.~~prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ~~These securities are~~

We have not ~~deposits or accounts of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.~~

~~-------------------~~authorized anyone to provide you with information that is different from what is contained in this prospectus. The date of this ~~document~~Prospectus is ~~May~~December 18, ~~2001. (1) The shares will be offered at market price, as quoted on NASDAQ. For purposes of~~2008. You should not assume that the information in this ~~table, however, Fulton Financial has used the average of the closing bid and asked price of its common stock~~prospectus is still accurate as of ~~May 15, 2001.~~ INVESTOR CONSIDERATIONS Changes In Government Regulation May Adversely Affect The Business The banking industry is heavily regulated, and such regulations are intended primarily for the protectionany later date.

Table of depositors and the federal deposit insurance funds, not shareholders. Fulton Financial is subject to regulation by the Board of Governors of the Federal Reserve System. Fulton Financial's eleven bank subsidiaries each have their own federal regulator (the Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System, as the case may be) and, with the exception of such of these subsidiaries as are national banks, are also subject to regulation by the state banking departments of the state in which they are chartered. These regulations affect lending practices, capital structure, investment practices, dividend policy and growth. In addition, Fulton Financial has seven non-banking subsidiaries from which it derives income. Several of these non-banking subsidiaries engage in providing investment management and advice and selling insurance, which industries are also heavily regulated on both a state and federal level. Changes in laws, regulations and regulatory practices affecting the banking industry or the insurance and investment industries could impose additional costs of doing business and adversely affect the market price of the common stock. The Common Stock Is Not An Insured Deposit The shares of common stock in this offering do not constitute a deposit or other obligation of a bank and are not insured against loss by the Federal Deposit Insurance Corporation or any other governmental agency or entity. Competition With Other Financial Institutions Could Adversely Affect Profitability Fulton Financial's banking subsidiaries face substantial competition in originating loans and in attracting deposits due to competition from other banks, savings institutions, credit unions, mortgage banking companies and other lenders. Some of these competitors may have greater financial resources, a wider geographic presence, a wider array of services or more favorable pricing alternatives and lower origination and operating costs. This competition could decrease the number and size of loans which Fulton Financial's banking subsidiaries originate and the interest rate which they receive on these loans. In attracting deposits, Fulton Financial's banking subsidiaries compete with other insured depository institutions such as banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds. These competitors may offer higher interest rates, which could decrease the deposits that Fulton Financial's banking subsidiaries attract or require them to increase their rates to attract new deposits. Increased deposit competition could increase the banks' cost of funds and adversely affect their ability to generate the funds necessary for lending operations and investment opportunities. Contents

Information Concerning Fulton Financial Corporation	3
Risk Factors	4
Description of Plan	4
Purpose	4
Advantages	5
Administration	5
Participation	5
Optional Cash Payment	6
Purchases	7
Reports to Participants	8
Voting Rights	8
Federal Income Tax Information	8
Withdrawal of Shares from Plan Accounts	9
Termination of Participation	10
Certificate of Shares	10
Other Information	11
Use of Proceeds	12
Experts	12
Legal Opinion	12
Where to Find More Information	12
Incorporation of Certain Documents by Reference	13

Fulton Financial Corporation is a Pennsylvania business corporation and a registered financial holding company that maintains its headquarters in Lancaster, Pennsylvania. As a financial holding company, Fulton Financial engages in general commercial and retail banking and trust business, and also in related financial businesses, through its 18 directly-held bank and nonbank subsidiaries. Fulton ~~Financial's~~Financial’s bank subsidiaries currently operate ~~112~~ banking offices in Pennsylvania, ~~16 banking offices in~~ Maryland, ~~six banking offices in~~ Delaware, New Jersey and ~~26 banking offices in New Jersey.~~Virginia. As of ~~December 31, 2000,~~September 30, 2008, Fulton Financial had consolidated total assets of approximately ~~$6.6~~$16.1 billion. Four of Fulton Financial's bank subsidiaries recently entered into agreements with Sovereign Bank to purchase a total of 18 branches from Sovereign Bank which are located in New Jersey, Delaware and Pennsylvania. Fulton Financial anticipates that the branch purchase will close on or about June 8, 2001. In the aggregate, approximately $310 million in deposits and $53 million in loans are associated with these 18 branches. Fulton Financial has also entered into an agreement to acquire Drovers Bancshares Corporation. This transaction is anticipated to close on or about July 1, 2001. As of December 31, 2000, Drovers has total consolidated assets of approximately $796 million.

The principal assets of Fulton Financial are its ~~eleven~~ten wholly-owned bank subsidiaries: o Fulton Bank, a Pennsylvania bank and trust company which is not a member of the Federal Reserve System; o Lebanon Valley Farmers Bank, a Pennsylvania bank and trust company which is a member of the Federal Reserve System; o Swineford National Bank, a national banking association which is a member of the Federal Reserve System; o Lafayette Ambassador Bank, a Pennsylvania bank and trust company which is a member of the Federal Reserve System; o FNB Bank, National Association, a national banking association which is a member of the Federal Reserve System; o Hagerstown Trust Company, a Maryland trust company which is not a member of the Federal Reserve System; o Delaware National Bank, a national banking association which is a member of the Federal Reserve System; 3 o The Bank of Gloucester County, a New Jersey bank which is not a member of the Federal Reserve System; o The Woodstown National Bank & Trust Company, a national banking association which is a member of the Federal Reserve System; o The Peoples Bank of Elkton, a Maryland bank which is not a member of the Federal Reserve System; and o Skylands Community Bank, a New Jersey bank which is not a member of the Federal Reserve System.

• Fulton Bank, a Pennsylvania banking company which is not a member of the Federal Reserve System	•Swineford National Bank, a national banking association which is a member of the Federal Reserve System
•Lafayette Ambassador Bank, a Pennsylvania banking company which is a member of the Federal Reserve System	•FNB Bank, National Association, a national banking association which is a member of the Federal Reserve System
•Hagerstown Trust Company, a Maryland trust company which is not a member of the Federal Reserve System	•Delaware National Bank, a national banking association which is a member of the Federal Reserve System
•The Bank, a New Jersey bank which is not a member of the Federal Reserve System	•The Peoples Bank of Elkton, a Maryland bank which is not a member of the Federal Reserve System
•Skylands Community Bank, a New Jersey bank which is not a member of the Federal Reserve System	•The Columbia Bank, a Maryland Bank which is not a member of the Federal Reserve System

In addition, Fulton Financial has ~~seven~~the following wholly-owned nonbank direct subsidiaries: o

•Fulton Financial Realty Company, which owns or leases certain properties on which certain branch and operational facilities are located	•Fulton Reinsurance Company, Ltd., which reinsures credit life, accident and health insurance that is directly related to extensions of credit by subsidiary banks of Fulton Financial
•Central Pennsylvania Financial Corp., which owns, directly or indirectly, certain limited partnership interests, principally in low and moderate income and elderly housing projects	•FFC Management, Inc., which holds certain investment securities and corporate owned life insurance policies

•Fulton Financial Advisors, National Association, which offers fiduciary and investment services	•Fulton Insurance Services Group, Inc., which operates an insurance agency selling life insurance and related insurance products
•FFC Penn Square, Inc., which holds trust preferred securities	•PBI Capital Trust, Premier Capital Trust II, Resource Capital Trust II, Resource Capital Trust III Columbia Bancorp Statutory Trust II & III, and SVB Bald Eagle Statutory Trust I, which are issuers of trust preferred securities
•Virginia Financial Services, LLC, which provides management consulting services

As a registered financial holding company, Fulton Financial ~~Realty~~is subject to regulation under the federal Bank Holding Company Act of 1956, as amended, and the rules adopted by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”) thereunder. Under applicable Federal Reserve Board policies, a financial holding company such as Fulton Financial is expected to act as a source of financial strength for each of its subsidiary banks and to commit resources to support each subsidiary bank in circumstances when it might not do so absent such a policy. Any capital loans made by a financial holding company to any of its subsidiary banks would be subordinate in right of payment to the claims of depositors and certain other creditors of such subsidiary banks.

The principal executive offices of Fulton Financial are located at One Penn Square, P.0. Box 4887, Lancaster, Pennsylvania 17604, and its telephone number is (717) 291-2411.

There are risks and uncertainties involved with an investment in shares of our common stock. See the “Risk Factors” sections of our annual reports on Form 10-K and quarterly reports on Form 10-Q, which ~~holds title~~we file with the Securities and Exchange Commission and incorporate by reference into this prospectus, for a discussion of the factors that should be considered in connection with such an investment.

The following is a question and answer statement of the provisions of the Fulton Financial Corporation Dividend Reinvestment and Stock Purchase Plan.

The purpose of the plan is to ~~or leases certain properties on which~~provide shareholders of the $2.50 par value common stock of Fulton ~~Bank maintains branch offices or other facilities; o~~Financial Corporation with a convenient and economical method of investing cash

dividends and optional cash payments in additional shares of Fulton ~~Life Insurance Company, which engages~~Financial common stock. To the extent that the shares are purchased directly from Fulton Financial under the plan, Fulton Financial will receive additional funds for its general corporate purposes.

Participation in the ~~business~~Plan offers a number of ~~reinsuring credit life, accident and health insurance that is directly related~~advantages:

a. The Plan provides shareholders of Fulton Financial with the opportunity to ~~extensions~~reinvest their dividends automatically in additional shares of ~~credit~~Fulton Financial common stock.

b. Participants’ funds will be fully utilized through the crediting of fractional shares to their accounts under the Plan.

c. Participants may acquire additional shares of Fulton Financial common stock by Fulton Financial's bank subsidiaries; o Central Pennsylvania Financial Corp., which owns certain non-banking subsidiaries holding interests in real estate and certain limited partnership interests in partnerships invested in low and moderate income housing projects; o FFC Management, Inc., which owns certain securities and corporate owned life insurance policies; o making optional cash payments.

d. Participants will receive periodic statements of all transactions for their accounts under the Plan.

Fulton Financial Advisors, National Association, a limited purpose national banking association with trust powers; o Dearden, Maguire, Weaver and Barrett, Inc., an investment management and advisory firm; and o Fulton Insurance Services Group, Inc., an insurance agency. 4 ~~USE OF PROCEEDS Fulton Financial intends to use the proceeds~~wholly owned subsidiary of the sale of these securities for general corporate purposes, such as paying the expenses of this offering, investment and other general corporate purposes. Fulton Financial is seeking to sell these securities in order to qualify for pooling of interests accounting treatment with respect to its acquisition of Drovers Bancshares Corporation. DESCRIPTION OF COMMON STOCK The description of Fulton Financial's common stock is incorporated by reference to Fulton Financial's Form 8-A, dated July 3, 1989, as amended. PLAN OF DISTRIBUTION The offering will begin on or about May 18, 2001, and will end at 5:00 p.m. on June 29, 2001 unless Fulton Financial, in its sole discretion, shall extend the duration of the offering. Fulton Financial may, in its sole discretion, terminate this offer prior to the date specified above. Fulton Financial, will ~~offer these shares: (i)~~administer the Plan as agent for the participants, and in such capacity will send periodic statements of account to participants and ~~through broker- dealers and (ii)~~perform other administrative duties relating to ~~institutional investors in minimum blocks of at least 5,000 shares.~~the Plan. Shares purchased for a participant under the Plan will be held by Fulton Financial ~~does not anticipate selling these shares directly~~Advisors and registered in the name of Fulton Financial Advisors or its nominee.

Any notices, questions or other communications relating to ~~members~~the Plan should include the participant’s account number and should be addressed to:

Participants who have questions regarding the Plan may also contact Fulton Financial Advisors by telephoning 1-800-626-0255.

All record holders of common stock of Fulton Financial are eligible to participate in the ~~general public, although it reserves the right to do so.~~Plan; however, Fulton Financial reserves the right to ~~reject~~deny participation to a shareholder who resides in

a state which requires registration, qualification or exemption of the common stock to be issued under the Plan or registration or qualification of Fulton Financial or any ~~offer~~of its officers or employees as a broker, dealer, salesman or agent, if such registration, qualification or exemption would be unduly burdensome or expensive for Fulton Financial. Beneficial owners whose shares are registered in the name of a nominee, such as a brokerage firm or securities depository, may not participate in the Plan, unless such shares are transferred into the name of the beneficial owner.

Any eligible shareholder may join the Plan at any time by completing and signing the authorization form included with the prospectus and returning it to ~~acquire~~Fulton Financial. Additional authorization forms may be obtained at any time from Fulton Financial. An authorization form must be received at least two (2) business days before a dividend record date for dividends to begin to be reinvested upon payment of that dividend.

6. Must a shareholder authorize dividend reinvestment on a minimum number of shares?

No, there is no minimum number of shares required for participation in the ~~securities offered hereby. Persons desiring more information~~Plan.

7. May a shareholder participate in the Plan with less than all of his or her shares?

Yes, a shareholder may participate in the Plan with respect to all or any portion of his or her shares. A shareholder who wishes to participate with a portion of his or her shares may elect to: (i) have the dividends reinvested on ~~how to obtain~~a fixed percentage of shares, (ii) have the dividends reinvested on a fixed number of shares, or (iii) have a fixed dollar amount of cash dividends reinvested.

8. May a shareholder deposit shares registered in ~~this offering should contact Carroll A. Truran, Senior Vice President, at 717- 291-2431. Payment~~his or her name with the Plan?

There is no requirement that participants deposit the shares registered in their names with the Plan; however, participants may deposit currently held certificates for shares of Fulton Financial common stock ~~may be made (i) in cash, if delivered in person~~with Fulton Financial Advisors for safekeeping. To do so, a participant should send the stock certificates, properly endorsed on the reverse side, to Fulton Financial ~~Corporation, (ii) by~~Advisors with a letter of instructions requesting that the shares be added to the participant’s dividend reinvestment account and the dividends thereon be reinvested in accordance with the Plan.

Only participants who have elected to have dividends reinvested under the Plan may make optional cash payments, which will be used for the purchase of additional shares of Fulton Financial common stock in accordance with the Plan.

Participants may make optional cash payments as often as once a month. The minimum optional cash payment is $25.00 per month, and the maximum optional cash payment is $5,000.00 per month. The same amount of optional cash payments need not be made each month, and there is no obligation to make optional cash payments after a participant is enrolled in the Plan.

Participants who wish to make an optional cash payment should forward a check or money order payable to Fulton Financial ~~Corporation~~Advisors for the amount of the optional cash payment, with an authorization form when enrolling, or ~~(iii) by wire transfer~~thereafter, with the payment form attached to each statement of ~~funds to Fulton Financial Corporation. All funds~~account. Optional cash payments must be received by Fulton Financial ~~in payment of stock orders~~Advisors at least five (5) business days before the applicable investment date to be invested for that month. No interest will be ~~immediately available for use~~paid on optional cash payments held by Fulton ~~Financial. As soon as practicable after receiving payment in full of~~Financial Advisors. Participants may request that optional cash payments be returned to them prior to investment, provided that the ~~price of the stock ordered,~~request is received by Fulton Financial Advisors ~~N.A.,~~at least five (5) business days before the ~~transfer agent for~~ next applicable investment date.

Fulton Financial Advisors, as the Plan agent, will ~~mail you a certificate, registered in your name or as directed by you,~~pool all of the reinvested dividends and optional cash payments to purchase shares of Fulton Financial common stock for the ~~shares you purchased.~~accounts of the Plan’s participants. Each participant’s account will be credited with a pro rata share (computed to four decimal places) of such purchased shares. Fulton Financial ~~expressly reserves~~Advisors will purchase shares either directly from Fulton Financial or in the ~~right to amend the terms and conditions~~open market, or by a combination of the ~~offering, whether~~foregoing, at the ~~terms and conditions are more or less favorable to you. In the event~~direction of ~~a material change to the terms of the offering,~~Fulton Financial. Shares purchased from Fulton Financial may be authorized but unissued shares or treasury shares.

13. When will ~~file a post-effective amendment to its registration statement~~shares of ~~which this document is a part, and resolicit subscribers to~~common stock be purchased under the ~~extent required by the Commission. Fulton Financial expressly reserves the right, at any time prior to delivery~~Plan?

Purchases of shares of common stock ~~offered hereby, to terminate the offering if the offering is prohibited by law or regulation or if~~from Fulton Financial ~~concludes~~will be made as of the investment date, which will be the dividend payment date during a month in which a dividend is paid, and in any other month will be the fifteenth day of such month. If, however, the investment date falls on a date that it is not ~~in its best interests to complete~~a trading day, the ~~offering~~next trading day will be the investment date. Purchases of shares of common stock on the open market will be made as soon as reasonably possible after the applicable investment date, but not more than thirty (30) days after such date.

14. What will be the price of stock purchased under the ~~circumstances. If~~Plan?

For shares of common stock purchased directly from Fulton Financial by Fulton Financial Advisors, the ~~offering is terminated without any sales of shares, all funds received from subscribers~~purchase price will be ~~promptly refunded, without interest. Fulton Financial may also terminate~~ the ~~offering early, at its discretion, and sell shares pursuant to orders received and accepted prior to the termination. 5~~ ~~LEGAL MATTERS Barley, Snyder, Senft & Cohen, LLC will pass on the validity~~fair market value of the stock as of the applicable investment date. During the time that Fulton Financial common stock is listed on the NASDAQ National Market System, the fair market value will be the average of the highest and lowest trading price for the stock on the applicable investment date. For purchases of shares of common stock on the open market, the purchase price will be the average of the prices actually paid for the shares (including brokerage commissions, if any) at the time such purchases are made.

The number of shares that will be purchased for each participant will depend on the amount of dividends to be reinvested for the participant and the optional cash payments, if any, received from the participant.

16. Will dividends on shares in participants’ accounts be used to purchase shares?

Yes, dividends subsequently paid on shares that have been purchased under the Plan will also be used to purchase Fulton Financial common stock, thereby compounding each participant’s investment. Fractional shares held under the Plan for a participant’s account will receive dividends in the same way as a whole share, but in proportion to the size of the fractional share.

17. Are there any expenses to participants in connection with purchases under the Plan?

Fulton Financial will pay all costs of administration of the Plan. No brokerage fees will be charged to participants in connection with the purchase of stock from Fulton Financial, but participants will be charged the actual cost (including any brokerage commissions, if any) of all shares purchased on the open market.

Each participant will receive periodic statements of account showing the amount of dividends and optional cash payments, if any, invested; the taxes withheld, if any; the net amount invested; the number of shares purchased; the price per share; and the total number of shares accumulated under the Plan. These statements are records of the participant’s transactions under the Plan and should be retained for income tax purposes. In addition, each participant will continue to receive copies of the same communications sent to all other holders of Fulton Financial common stock, including quarterly reports and annual reports to shareholders, a notice of the annual meeting and proxy statement, and Internal Revenue Service information for reporting dividend income received.

For each meeting of shareholders of Fulton Financial, each participant in the Plan will receive a proxy that will enable him or her to vote shares registered in his or her name as well as whole shares credited to his or her Plan account. The shares held by the Plan for the account of a participant who does not return a proxy will not be voted.

For federal income tax purposes, a participant in the Plan will be treated as having received, on the dividend payment date, in addition to any tax withheld by Fulton Financial in connection with the dividend payment, a dividend in an amount equal to the number of shares of common stock of Fulton Financial acquired for the participant’s account with reinvested dividends, multiplied by the price per share at which such shares were acquired, as reported on the periodic statement of account delivered to each participant. The per share tax basis of shares acquired by a participant under the Plan, whether pursuant to reinvested dividends or optional cash payments, will be the price per share as reported on the periodic statement of account delivered to each participant after each applicable investment date.

The holding period for shares acquired pursuant to the Plan will begin on the day after the date the shares are acquired for a participant’s account. In the case of any participant as to whom federal income tax withholding on dividends is required, and in the case of a foreign participant whose taxable income under the Plan is subject to federal income tax withholding, dividends will be reinvested net of the amount of tax withheld under applicable law.

A participant will not realize any taxable income upon receipt of certificates for whole shares credited to the participant’s account, either upon the participant’s withdrawal of those shares from the Plan or upon termination of participation in the Plan. A participant who sells or exchanges shares previously received from the Plan, or who directs Fulton Financial Advisors to sell his or her Plan shares, may, however, recognize gain or loss. A participant will recognize gain or loss upon the receipt of a cash payment for a fractional share credited to the participant’s account upon termination of participation in the Plan. The amount of gain or loss in either case will be the difference between the amount the participant receives for the shares or fractional share and the participant’s tax basis in such shares or fractional share.

The foregoing summary is based upon an interpretation of current federal income tax law; however, participants should consult their own tax advisors to determine particular tax consequences, including state tax consequences, which may result from participation in the Plan, and any subsequent disposal of shares acquired pursuant to the Plan.

A participant may withdraw all or a portion of the whole shares of common stock credited to his or her account by notifying Fulton Financial Advisors in writing to that effect and specifying in the notice the number of shares to be withdrawn. Certificates for whole shares of common stock so withdrawn will be registered in the name of the participant and issued to the participant. Certificates for fractional shares will not be issued under any circumstances. Any notice of withdrawal received less than five (5) business days prior to a dividend record date will not be effective until dividends paid for such record date have been reinvested and the shares credited to the participant’s account.

Dividends on shares withdrawn from a participant’s account will continue to be reinvested unless the participant otherwise notifies Fulton Financial Advisors in writing. A participant who

withdraws all of the whole and fractional shares from his or her account will be deemed to have terminated participation in the Plan.

A participant who withdraws shares from his or her account and receives certificates for such shares may sell the shares on the open market through a broker chosen by the participant.

In the alternative, a participant may request Fulton Financial Advisors to sell the shares being withdrawn from his or her account under the Plan. Participants should specify in their notice of withdrawal the number of shares to be sold. Fulton Financial Advisors will execute a sale order in the open market for such shares within fifteen (15) days of receipt of the notice, and will deliver to the participant a check for the proceeds of the sale, less any brokerage commissions, applicable withholding taxes and transfer taxes incurred in connection with the sale. Fulton Financial Advisors has the right to charge a service fee, which is currently set at $35.00 plus $0.10 per share, for selling shares on behalf of a participant. The service fee will also be deducted from the sale proceeds payable to the participant. A request for shares to be sold ~~hereunder.~~ must be signed by all persons in whose name the account appears, with signatures guaranteed.

A participant may terminate his or her participation in the Plan at any time by sending written notice to Fulton Financial Advisors. When a participant terminates his or her participation in the Plan, Fulton Financial Advisors will deliver to the participant certificates for whole shares credited to the participant’s account under the Plan, a check representing any uninvested dividends and optional cash payments, and a check in lieu of the issuance of a fractional share, based on the then current market price for Fulton Financial common stock.

Yes, a participant who is terminating participation in the Plan may request in writing that Fulton Financial Advisors sell all of the shares in his or her account, both whole and fractional. Such a request must be signed by each person in whose name the Plan account appears, with signatures guaranteed. If such a sale is requested, Fulton Financial Advisors will execute a sale order through a broker within fifteen (15) days after receiving the request. Fulton Financial Advisors will forward to the participant a check for the proceeds of the sale, less any brokerage commissions, applicable withholding taxes and transfer taxes incurred. Fulton Financial Advisors has the right to charge a service fee for selling shares on behalf of a participant. The service fee currently charged by Fulton Financial Advisors for selling shares on behalf of a participant is $35.00 plus $0.10 per share, which will also be deducted from the sale proceeds payable to the participant.

25. Will certificates automatically be issued for shares purchased under the Plan?

No, certificates for shares purchased for a participant’s account under the Plan will not automatically be issued. However, a certificate will be issued if a participant withdraws shares from his or her account under the Plan or terminates his or her participation in the Plan, unless the participant requests such shares to be sold on his or her behalf by Fulton Financial Advisors.

26. In whose name will shares be registered when certificates are issued to participants?

Certificates will be issued in the name or names that appear on the participant’s account under the Plan. If a participant requests a certificate to be registered in a name other than that shown on the account, the request must be signed by all persons in whose names the account appears.

27. May a participant pledge shares held under the Plan or transfer rights under the Plan?

No, shares credited to a participant’s account under the Plan may not be pledged or assigned, nor may any rights under the Plan be transferred, pledged or assigned, and any such purported pledge, assignment or transfer shall be void. A participant who wishes to pledge or assign his or her shares must withdraw such shares from the Plan.

28. What happens if a participant sells or transfers shares of common stock registered in his or her name?

As long as Fulton Financial Advisors holds shares for the participant’s account under the Plan, a participant who no longer has shares of Fulton Financial common stock registered in his or her name may continue to participate in the Plan.

29. What happens if Fulton Financial declares a stock dividend or a stock split?

If Fulton Financial declares a stock dividend or effects a stock split, any shares resulting from such stock dividend or stock split with respect to common stock in a participant’s account will be credited to such account. In the event of any change in the common stock of Fulton Financial subject to the Plan as a result of a stock split, reverse stock split, stock dividend or other similar transaction, the number of shares subject to the Plan shall be appropriately adjusted.

Fulton Financial reserves the right to suspend or terminate the Plan at any time, or to make modifications to the Plan. Participants will receive prior notice of any suspension, termination or material modification of the Plan. Fulton Financial also reserves the right to terminate any shareholder’s participation in the Plan at any time. Fulton Financial may adopt rules and regulations at any time to facilitate the administration of the Plan.

31. What are the responsibilities of Fulton Financial and Fulton Financial Advisors under the Plan?

Fulton Financial and Fulton Financial Advisors, in administering the Plan, shall not be liable for any act done in good faith or for any good faith omission to act, including, without limitation, any claims of liability (i) arising out of failure to terminate a participant’s account upon such participant’s death, and (ii) with respect to the prices at which shares are purchased or sold, the times when purchases or sales are made, the manner in which purchases or sales are made, the decision whether to purchase shares on the open market or from Fulton Financial, and fluctuations in the fair market value of the common stock.

Fulton Financial is unable to predict the number of shares of common stock that will be purchased from it under the Plan or the prices at which such shares will be purchased. The net proceeds to Fulton Financial from the sale of stock offered hereby will provide additional equity capital to Fulton Financial to support its growth and the growth of its subsidiaries.

The consolidated financial statements of Fulton Financial atCorporation as of December 31, ~~2000~~2007 and ~~1999~~2006, and for each of the ~~three~~ years in the three-year period ended December 31, ~~2000, included in Fulton Financial's Annual Report on Form 10-K for~~2007, and management’s assessment of the ~~year ended~~effectiveness of internal control over financial reporting as of December 31, ~~2000~~2007 have been ~~audited~~incorporated by ~~Arthur Andersen~~reference herein in reliance upon the reports of KPMG LLP, independent registered public ~~accountants, as indicated in their report with respect thereto,~~accounting firm, incorporated by reference herein, and ~~are included herein in reliance~~ upon the authority of said firm as experts ~~giving said reports.~~ in accounting and auditing.

Barley Snyder LLC, 126 East King Street, Lancaster, Pennsylvania 17602, legal counsel to Fulton Financial, will pass upon the validity of the common stock offered pursuant to the Plan, certain tax matters in connection with the Plan, and certain other legal matters.

Fulton Financial is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, ~~(the "Exchange Act"),~~ and in accordance therewith files reports and other information with the ~~Securities and Exchange Commission (the "Commission").~~SEC. Reports, proxy and information statements and other information filed by ~~the Company~~Fulton Financial can be inspected and copied at the public reference facilities maintained by the ~~Commission~~SEC at ~~450 Fifth~~100 F Street, ~~NW,~~NE, Washington, D.C. ~~20549 and the Commission's regional offices at Seven World Trade Center, Suite 1300, New York, New York 10048, and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2551.~~20549. You may call the ~~Commission~~SEC at 1-800-SEC-0330 for further information on the public reference ~~rooms. Copies of such material can also be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street NW, Washington, D.C. 20549, at prescribed rates. The Company's~~room. Fulton Financial’s common stock is listed for trading on the NASDAQ National Market. Reports, proxy and information statements, and other information ~~containing the Company~~concerning Fulton Financial may also be inspected at the offices of NASDAQ at 1735 K Street, N.W., Washington, D.C. 20006. The ~~Commission~~SEC maintains a Web site that contains reports, proxy and information statements and other information regarding registrants, like ~~the Company,~~Fulton Financial, that file electronically with the ~~Commission.~~SEC. The address of the ~~Commission~~SEC Web site is http.//www.sec.gov. ~~The Company~~

Fulton Financial has filed with the ~~Commission~~SEC a Registration Statement on Form S-3 (together with all amendments and exhibits thereto, the ~~"Registration Statement"~~“Registration Statement”) under the Securities Act of 1933, as amended (the ~~"Securities Act"~~“Securities Act”), with respect to the securities offered hereby. This

document does not contain all the information set forth in the Registration Statement, certain portions of which have been omitted as permitted by the rules and regulations of the ~~Commission.~~SEC. For further information with respect to ~~the Company~~Fulton Financial and the securities offered hereby, reference is made to the Registration Statement and the exhibits and the financial statements, notes and schedules filed as a part thereof or incorporated by reference therein, which may be inspected at the public reference facilities of the ~~Commission~~SEC at the addresses set forth above or through the ~~Commission~~SEC Web site. Statements made in this document concerning the contents of any documents referred to herein are not necessarily complete, and in each instance 6 are qualified in all respects by reference to the copy of such document filed as an exhibit to the Registration Statement.

Some of the information that you may want to consider in deciding whether to purchase shares of common stock is not physically included in this document, but rather is ~~"incorporated~~“incorporated by ~~reference"~~reference” to documents that have been filed by Fulton Financial with the ~~Commission.~~SEC. As permitted by the ~~Commission,~~SEC, the following documents are incorporated by reference in this ~~document by reference (SEC file #1- 3375):~~ document:

1. ~~The Company's~~Fulton Financial’s Annual Report on Form 10-K for the year ended December 31, ~~2000,~~2007, filed ~~March 20, 2001;~~ February 29, 2008;

2. ~~The Company's~~Fulton Financial’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed August 11, 2008;

3. Fulton Financial’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2001,~~2008, filed May ~~14, 2001; 3. The Company's~~12, 2008;

4. Fulton Financial’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed November 10, 2008, as amended November 19, 2008;

5. Fulton Financial’s Current ~~Report~~Reports on Form 8-K, filed January ~~4, 2001;~~18, 22 and 4.30, 2008, February 8, 2008, March 18 and 20, 2008, April 21, 22, 25 and 28, 2008, May 29, 2008, June 20, 2008, July 22, 2008, August 15, 2008, September 16 and 18, 2008, October 21, 2008, November 6, 14 and 17, and December 10, 15 and 16, 2008.

6. The description of Fulton Financial common stock contained in Fulton ~~Financial's~~Financial’s registration statement on Form 8-A, dated July 3, 1989, and any amendment or reports filed for purposes of updating such description.

All documents filed by ~~the Company~~Fulton Financial pursuant to Section 13, 14 or 15(d) of the Exchange Act after the date of this document and prior to the termination of the offering of the securities made by this document shall be deemed to be incorporated by reference in this document and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this document to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this document. ~~The Company~~

Fulton Financial hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this document has been delivered, on the written or oral request of any such person, a copy of any and all of the documents referred to above that have been incorporated by reference in this reference to such documents. Written or telephone requests for such copies should be directed to ~~Carroll A. Truran, Senior Vice President,~~the Corporate Secretary, One Penn Square, Lancaster, Pennsylvania ~~17604,~~17602, telephone number (717) ~~291-2431. ABOUT THIS DOCUMENT You should only rely on~~291-2411.

Insofar as indemnification for liabilities arising under the ~~information contained or incorporated by reference~~Securities Act of 1933 (the “Securities Act”) may be permitted to directors, officers and controlling persons of Fulton, we have been advised that, in ~~this document. Fulton financial has not authorized anyone to provide you with information that is 7~~ different from that contained in this document. Fulton Financial is offering to sell, and soliciting offers to buy, shares of its common stock only in jurisdictions where offers, sales and solicitations are permitted. The information contained in this document is accurate only asthe opinion of the date of this document, regardless of the time of delivery of this document or of any sale of common stock. To understand the offering fully, and for a more complete description of the offering, you should read this entire document carefully, including particularly the "Risk Factors" section,SEC, such indemnification is against public policy as ~~well as the documents identified~~expressed in the ~~sections called "Incorporation by Reference"~~Securities Act and "Where To Find More Information." FORWARD-LOOKING STATEMENTS This document contains and incorporates some "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding intent, belief or current expectations about matters including statements as to "beliefs," "expectations," "anticipations," "intentions" or similar words. Forward-looking statements are also statements that are not statements of historical fact. Forward-looking statements are subject to risks, uncertainties and assumptions. These include, by their nature. o the effects of changing economic conditions in Fulton Financial's market areas and nationally; o credit risks of commercial, real estate, consumer and other lending activities; o significant changes in interest rates; o changes in federal and state banking laws and regulations which could impact operations; o funding costs; o other external developments which could materially affect the business and operations of Fulton Financial; and o the ability of Fulton Financial to assimilate Drovers and the 18 Sovereign branches after those transactions close. If one or more of these risks or uncertainties occurs or if the underlying assumptions provide incorrect, actual results, performance or achievements in 2001 and beyond could differ materially from those expressed in, or implied by, the forward-looking statements. 8 Dealer Prospectus Delivery Obligation Until ______, 2001, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is, ~~in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 9~~ therefore, unenforceable.

The following table sets forth the estimated expenses to be incurred by Fulton Financial Corporation in connection with the issuance and Exchange Commission filing fee. . $ 1,010 Miscellaneous .................................... 1,000 ----- Total ............................................ 2,010 distribution of the shares being registered:

Registration Fee	$ 4,028
Printing Expenses
Accounting Expenses	3,750
Legal Expenses	2,500
Miscellaneous
TOTAL	$10,278

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~~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.

The bylaws of Fulton Financial provide for (1) indemnification of directors, officers, employees and agents of the registrant and its subsidiaries and (2) the elimination of a ~~director's~~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~~policies obtained by Fulton Financial. ~~Item 16. Exhibits Exhibits required~~

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to ~~be filed with this Registration Statement are listed~~directors, officers or controlling persons, the registrant has been informed that in the ~~following Exhibit Index. Certain~~opinion of ~~such exhibits which have heretofore been filed with~~ the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and ~~which~~is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant) is asserted be such directors, officer of 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 or 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.

The following exhibits are ~~designated~~filed as part of this Registration Statement:

Exhibit Number

Description

________

___________

4(i)	Second Amended and Restated Rights Agreement dated December 20, 2005*
5	Opinion of Barley Snyder, LLC re: legality
8	Opinion re: tax matters
23(i)	Consent of Independent Registered Public Accounting Firm
23(ii)	Consent of Barley Snyder LLC (contained in Exhibit 5)

* Incorporated by reference to ~~their exhibit numbers in prior filings are hereby incorporated herein by reference and made a part hereof. 10~~ Fulton Financial Corporation’s Form 8-K, Exhibit Description ------- ----------- 5 Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality 23.1 Consent of Barley, Snyder, Senft & Cohen, LLC (part of Exhibit 5) 23.2 Consent of Arthur Andersen, LLP 24 Power of Attorney (part of the Signature Page) 4.1, filed December 27, 2005.

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

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

(ii) Toto reflect in the prospectus any ~~fact~~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) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

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

(B) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S–8 (§239.16b of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities

Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and

(C) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S–3 (§239.13 of this chapter) or Form F–3 (§239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission 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, or is contained in a form of prospectus filed pursuant to Rule 424(b) (§230.424(b) of this chapter) that is part of the registration statement. ~~(2)~~

(D)Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S–1 (§239.11 of this chapter) or Form S–3 (§239.13 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§229.1100(c)).

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)~~

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.

4. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B (§230.430B of this chapter):

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.Provided, however,that no statement made in a registration statement

or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however,that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

6. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the ~~registrant's~~registrant’s annual report pursuant to ~~section~~Section 13(a) or ~~section~~Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit ~~plan's~~plan’s annual report pursuant to ~~section~~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 (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 11 pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange 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 bylaws of the registrant, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 12 thereof.

Pursuant to the requirements of the Securities Act of 1933, the ~~Registrant~~registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lancaster, Commonwealth of Pennsylvania on May 17, 2001. FULTON FINANCIAL CORPORATION By: /s/ Rufus A. Fulton, Jr. -------------------------------------------------- Rufus A. Fulton, Jr., Chairman and Chief Executive Officer December 19, 2008.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints ~~William~~each of George R. ~~Colmery~~Barr, Jr. and Charles J. Nugent, ~~and each of them, his~~as their true and lawful attorney-in-fact asand agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all ~~capacity,~~capacities to sign the Form S-3 Registration Statement and any orand all amendments ~~to this Registration Statement~~thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto ~~such~~each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done ~~in and about the premises,~~ as fully ~~and~~ to all intents and purposes as ~~they~~he or she might or could do in person, hereby ratifying and confirming all that said ~~attorneys-in-fact~~attorney-in-fact and ~~agents,~~agent, or either one of his 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~~amendment to registration statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE CAPACITY DATE /s/ Jeffrey A. Albertson - ------------------------------ Jeffrey A. Albertson Director May 17, 2001 /s/ James R. Argires, M.D. - ------------------------------ James R. Argires, M.D. Director May 17, 2001 /s/ Donald W. Bowman, Jr. - ------------------------------ Donald W. Bowman, Jr. Director May 17, 2001 13 SIGNATURE CAPACITY DATE /s/ William H. Clark, Jr. Director May 17, 2001 - ------------------------------ William H. Clark, Jr. /s/ Harold D. Chubb Director May 17, 2001 - ------------------------------ Harold D. Chubb /s/ Craig A. Dally - ------------------------------ Craig A. Dally Director May 17, 2001 /s/ Frederick B. Fichthorn - ------------------------------ Frederick B. Fichthorn Director May 17, 2001 /s/ Patrick J. Freer - ------------------------------ Patrick J. Freer Director May 17, 2001 Chairman of the Board, /s/listed.

Name

Title

Date

/s/ R. Scott Smith, Jr.

R. Scott Smith, Jr.

Chairman of the Board, President and Chief Executive Officer

December 19, 2008


/s/ Charles J. Nugent Charles J. Nugent	Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 19, 2008

/s/ Beth Ann L. Chivinski Beth Ann L. Chivinski	Executive Vice President, Controller and Chief Accounting Officer	December 19, 2008

/s/ Jeffrey G. Albertson Jeffrey G. Albertson	Director	December 19, 2008

/s/ John M. Bond, Jr. John M. Bond, Jr.	Director	December 19, 2008

/s/ Donald M. Bowman, Jr. Donald M. Bowman, Jr.	Director	December 19, 2008

/s/ Dana A. Chryst Dana A. Chryst	Director	December 19, 2008

/s/ Craig A. Dally Craig A. Dally	Director	December 19, 2008

/s/ Patrick J. Freer Patrick J. Freer	Director	December 19, 2008

/s/ Rufus A. Fulton, Jr. Rufus A. Fulton, Jr.	Director	December 19, 2008

/s/ George W. Hodges George W. Hodges	Director	December 19, 2008

/s/ Carolyn R. Holleran Carolyn R. Holleran	Director	December 19, 2008


/s/ Willem Kooyker Willem Kooyker	Director	December 19, 2008

/s/ Donald W. Lesher, Jr. Donald W. Lesher, Jr.	Director	December 19, 2008

/s/ Abraham S. Opatut Abraham S. Opatut	Director	December 19, 2008

/s/ John O. Shirk John O. Shirk	Director	December 19, 2008

/s/ Gary A. Stewart Gary A. Stewart	Director	December 19, 2008

Number

Title

________

___________

4(i)	Second Amended and Restated Rights Agreement dated December 20, 2005*
5	Opinion of Barley Snyder, LLC re: legality
8	Opinion re: tax matters
23(i)	Consent of Independent Registered Public Accounting Firm
23(ii)	Consent of Barley Snyder LLC (contained in Exhibit 5)

* Incorporated by reference to Fulton Jr. Chief Executive Officer, May 17, 2001 - ------------------------------ and Director (Principal Rufus A. Fulton, Jr. Executive Officer) /s/ Robert D. Garner - ------------------------------ Robert D. Garner Director May 17, 2001 /s/ Eugene H. Gardner - ------------------------------ Eugene H. Gardner Director May 17, 2001 /s/ Charles V. Henry, III - ------------------------------ Charles V. Henry, III Director May 17, 2001 /s/ J. Robert Hess - ------------------------------ J. Robert Hess Director May 17, 2001 14 SIGNATURE CAPACITY DATE /s/ Carolyn R. Holleran Director May 17, 2001 - ------------------------------ Carolyn R. Holleran /s/ Clyde W. Horst - ------------------------------ Clyde W. Horst Director May 17, 2001 /s/ Samuel H. Jones, Jr. - ------------------------------ Samuel H. Jones, Jr. Director May 17, 2001 /s/ Donald W. Lesher, Jr. - ------------------------------ Donald W. Lesher, Jr. Director May 17, 2001 /s/ Joseph J. Mowad, M.D. - ------------------------------ Joseph J. Mowad, M.D. Director May 17, 2001 /s/ Stuart H. Raub, Jr. - ------------------------------ Stuart H. Raub, Jr. Director May 17, 2001 /s/ Mary Ann Russell - ------------------------------ Mary Ann Russell Director May 17, 2001 /s/ John O. Shirk - ------------------------------ John O. Shirk Director May 17, 2001 /s/ R. Scott Smith, Jr. President, Chief Operating - ------------------------------ Officer and Director May 17, 2001 R. Scott Smith, Jr. /s/ Kenneth G. Stoudt - ------------------------------ Director May 17, 2001 Kenneth G. Stoudt 15 SIGNATURE CAPACITY DATE /s/ Beth Ann L. Chivinski Senior Vice President and - ------------------------------ Controller (Principal Beth Ann L. Chivinski Accounting Officer) May 17, 2001 Senior Executive Vice /s/ Charles J. Nugent President and Chief May 17, 2001 - ------------------------------ Financial ~~Officer Charles J. Nugent (Principal Financial Officer) 16~~ ~~EXHIBIT INDEX Sequentially~~Corporation’s Form 8-K, Exhibit Numbered Number Description of Exhibits Pages - ------ ----------------------- ----- 5 Opinion of Barley, Snyder, Senft & Cohen, LLC re: legality 23.1 Consent of Barley, Snyder, Senft & Cohen, LLC (part of Exhibit 5) 23.2 Consent of Arthur Andersen, LLP 24 Power of Attorney (part of the Signature Page)