__________, 1997



Sovereign Bancorp, Inc.
1130 Berkshire Boulevard
Wyomissing, PA  19610

Sovereign Capital Trust I
1130 Berkshire Boulevard
Wyomissing, PA  19610

Re:  Registration Statement on Form S-4
     Registration No. 333-32109

Ladies and Gentlemen:

     We have acted as special United States tax counsel for
Sovereign Bancorp, Inc., a Pennsylvania corporation (the
"Company"), and Sovereign Capital Trust I, a statutory business
trust formed under the laws of the State of Delaware (the
"Trust"), in connection with the above-captioned registration
statement on Form S-4 (the "Registration Statement") filed with
the Securities and Exchange Commission (the "Commission") for the
purpose of (i) registering (a) the guarantee by the Company of
100,000 of the Trust's 9.00% exchange capital securities,
liquidation amount of $1,000 per capital security (the "Exchange
Capital Securities") with respect to distributions and payments
upon liquidation, redemption and otherwise (the "Exchange
Guarantee"), (b) $100,000,000 principal amount of 9.00% Exchange
Junior Subordinated Deferrable Interest Debentures due April 1,
2027 (the "Exchange Junior Subordinated Debentures") to be issued
by the Company and (c) an aggregate of 100,000 Exchange Capital
Securities, and (ii) exchanging (a) such Exchange Guarantee for
the previously issued guarantee, (b) such Exchange Junior
Subordinated Debentures for the previously issued junior
subordinated debentures and (c) such Exchange Capital Securities
for the previously issued capital securities.

     We hereby confirm that, although the discussion set forth
under the heading "CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES" in the Registration Statement does not purport to
discuss all possible United States federal income tax
consequences of the purchase, ownership and disposition of the
Exchange Capital Securities, in our opinion, such discussion
constitutes, in all material respects, a fair and accurate
summary of the United States federal income tax consequences of
the purchase, ownership and disposition of the Exchange Capital
Securities, based upon current law.  It is possible that contrary
positions may be taken by the Internal Revenue Service and that a
court may agree with such contrary positions.

     This opinion is furnished to you solely for your benefit in
connection with the filing of the Registration Statement and,
except as set forth below, is not to be used, circulated, quoted
or otherwise referred to for any other purpose or relied upon by
any other person for any purpose without our prior written
consent.  We hereby consent to the use of our name under the
heading "Validity of Exchange Securities" and the filing of this
opinion with the Commission as Exhibit 8 to the Registration
Statement.  In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Commission promulgated thereunder. 
This opinion is expressed as of the date hereof unless otherwise
expressly stated and applies only to the disclosure under the
heading "CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES"
set forth in the Registration Statement filed as of the date
hereof.  We disclaim any undertaking to advise you of any
subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.

                                   Very truly yours,

                                   /s/ STEVENS & LEE