ITEM 7.01 REGULATION FD DISCLOSURE

On December 11, 2012, Susquehanna Bancshares, Inc. ("Susquehanna") announced that its Board of Directors had declared a dividend of $0.07 per common share for the first quarter of 2013. Payment of the dividend will be accelerated to December 31, 2012, and the dividend will be payable to shareholders of record on December 21, 2012. Susquehanna issued a press release describing the reasons for accelerating the payment of the dividend from the first quarter of 2013, a copy of which is being furnished herewith as Exhibit 99.1.

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, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No. Description

99.1 Press Release

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