UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): January 25, 2005
                                                         ----------------


                          SUSQUEHANNA BANCSHARES, INC.
                -------------------------------------------------
                 (Exact Name of Registrant Specified in Charter)


      Pennsylvania                    0-10674                    23-2201716
    -----------------           ------------------          -------------------
     (State or Other             (Commission File            (I.R.S. Employer
     Jurisdiction of                  Number)               Identification No.)
      Incorporation)


 26 North Cedar Street, Lititz, Pennsylvania                         17543
- ---------------------------------------------                     ------------
  (Address of Principal Executive Offices)                         (Zip Code)

       Registrant's telephone number, including area code: (717) 626-4721
                                                           --------------

                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




Results of Operations, Financial Statements and Exhibits

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     The registrant issued a press release on January 25, 2005, announcing its
results of operations for its fourth quarter and year ended December 31, 2004,
which release is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference.

     The information in this Form 8-K and the Exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Exchange Act of 1933, except as shall be expressly set forth by
specific reference in such filing.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

         Exhibit No.                Description
         -----------                -----------
         ( c )  99.1                Press release, dated January 25, 2005.




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                 SUSQUEHANNA BANCSHARES, INC.
                                 (Registrant)


                                 By: /s/ William J. Reuter
                                     ---------------------
                                 William J. Reuter
                                 Chairman, President and Chief Executive Officer


Dated: January 25, 2005




                                  EXHIBIT INDEX


Exhibit Number             Exhibit
- --------------             -------

    99.1                   Press release, dated January 25, 2005