EXHIBIT 99

                          SUSQUEHANNA BANCSHARES, INC.
                      26 NORTH CEDAR STREET, P.O. BOX 1000
                             LITITZ, PA  17543-7000
                                 (7170 626-4721


FOR IMMEDIATE RELEASE:            December 17, 1998
Lititz, Pennsylvania


                         SUSQUEHANNA BANCSHARES, INC.,
                      A MULTI-STATE BANK HOLDING COMPANY,
              ANNOUNCES THE ACQUISITION OF CARDINAL BANCORP, INC.

     Susquehanna Bancshares, Inc., Lititz, Pennsylvania (Susquehanna) (NASDAQ:
SUSQ), announced today that it completed the acquisition of Cardinal Bancorp,
Inc., of Everett, Pennsylvania (Cardinal), and Cardinal's wholly-owned
subsidiary, the First American National Bank of Pennsylvania (FANBP).  With the
addition of Cardinal and FANBP, Susquehanna has consolidated assets of
approximately $3.9 billion through banking interests in the states of
Pennsylvania, Maryland and New Jersey.

     The acquisition of Cardinal and FANBP was completed at 11:59 p.m., December
16, 1998, through the exchange of approximately 2,027,520 shares of Susquehanna
common stock for all of the outstanding capital stock of Cardinal.  Cardinal
shareholders will receive 2.048 shares of Susquehanna common stock for each
share of Cardinal common stock they held as of December 16, 1998.

     This transaction represents Susquehanna's initial entry into portions of
Bedford and Blair Counties, Pennsylvania.  Susquehanna now owns six commercial
banks and a leasing company in Pennsylvania with $2.0 billion in assets, a
commercial bank and a federal savings bank in Maryland with $1.6 billion in
assets and one commercial bank in New Jersey with $0.3 billion in assets.

     Susquehanna is a multi-financial services holding company and parent of
Citizens National Bank of Southern Pennsylvania, Greencastle, Pa.; Farmers &
Merchants Bank and Trust, Hagerstown, Md.; Farmers First Bank, Lititz, Pa.;
First National Trust Bank, Sunbury, Pa.; Williamsport National Bank,
Williamsport, Pa.; Susque-Bancshares Leasing Co., Lititz, Pa.; Susque-Bancshares
Life Insurance Company, Lititz, Pa.; Susquehanna Bancshares South, Inc., parent
of Susquehanna Bank, Towson, Md.; Susquehanna Bancshares East, Inc., parent of
Equity Bank, National Association, Marlton, N.J. and Founders' Bank, Bryn Mawr,
Pa.; and First American National Bank of Pennsylvania, Everett, Pa.

     Susquehanna's common stock is listed on the Nasdaq National Market System
under the symbol SUSQ.  Susquehanna member banks now have 130 community banking
offices throughout central Pennsylvania, Maryland and southern New Jersey.
Investor information may be requested on our web-site at
http://www.susqbanc.com.
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For Further Information Contact:          Robert S. Bolinger
                                          President and CEO
                                          SUSQUEHANNA BANCSHARES, INC.
                                          Office:  (717) 626-4721