S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FULTON FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	23-2195389
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

One Penn Square

P.O. Box 4887

Lancaster, PA  17604

(Address of Principal Executive Offices)

Fulton Financial Corporation 401(k) Retirement Plan

(Full title of the plan)

  R. Scott Smith, Jr., Chairman and Chief Executive Officer Fulton Financial Corporation One Penn Square, P.O. Box 4887 Lancaster, PA  17602-2893 with a copy to: George R. Barr, Jr., Esq. General Counsel Fulton Financial Corporation One Penn Square P.O. Box 4887 Lancaster, PA 17602-2893   Kimberly J. Decker, Esq. Barley Snyder LLC 126 East King Street Lancaster, PA  17604

 (Name and address of agent for service)

(717) 291-2411­

(Telephone number of agent for service)

Indicate by check mark whether the registrant 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 filers” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer X                                                                                Accelerated filer __

Non-accelerated filer __                                                                                Smaller reporting company __

Calculation of Registration Fee

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock $2.50 par value per share	1,200,000	$9.67	$11,604,000.00	$827.37

 (1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares of common stock of Fulton Financial Corporation registered hereby as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock.

(2) Determined, in accordance with Rule 457(c) and (h), upon the basis of the average of the high and low prices reported on NASDAQ of July 19, 2010, of the $2.50 par value per share common stock of Fulton Financial Corporation.

The contents of the earlier Registration Statement No. 333-76594, filed with the Securities and Exchange Commission, are hereby incorporated by reference.

SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lancaster, Commonwealth of Pennsylvania on July 20, 2010.

 FULTON FINANCIAL CORPORATION

 By: /s/ R. Scott Smith, Jr.

 R. Scott Smith, Jr.

 Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Each person whose signature appears below also constitutes and appoints George R. Barr, Jr. and Charles J. Nugent and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitut e or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Capacity	Date
/s/ Jeffery G. Albertson Jeffrey G. Albertson	Director	July 20, 2010
/s/ John M. Bond, Jr. John M. Bond, Jr.	Director	July 20, 2010
/s/ Donald M. Bowman, Jr. Donald M. Bowman, Jr.	Director	July 20, 2010
/s/ Dana A. Chryst Dana A. Chryst	Director	July 20, 2010
/s/ Craig A. Dally Craig A. Dally	Director	July 20, 2010
/s/ Rufus A. Fulton, Jr. Rufus A. Fulton, Jr.	Director	July 20, 2010
/s/ George W. Hodges George W. Hodges	Director	July 20, 2010
/s/ Willem Kooyker Willem Kooyker	Director	July 20, 2010

/s/ Donald W. Lesher, Jr. Donald W. Lesher, Jr.	Director	July 20, 2010
/s/ John O. Shirk John O. Shirk	Director	July 20, 2010
/s/ R. Scott Smith, Jr. R. Scott Smith, Jr.	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	July 20, 2010
/s/ E. Philip Wenger E. Philip Wenger	President, Chief Operating Officer and Director	July 20, 2010
/s/ Charles J. Nugent Charles J. Nugent	Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)	July 20, 2010
/s/ Beth Ann L. Chivinski Beth Ann L. Chivinski	Executive Vice President and Controller (Principal Accounting Officer)	July 20, 2010

EXHIBIT INDEX

5.1 Opinion of Barley Snyder, LLC

23.1 Consent of KPMG, LLC

23.2         Consent of Barley Snyder, LLC (included as part of Exhibit 5)

EX-5.1

EXHIBIT 5.1

OPINION OF BARLEY SNYDER LLC RE:  LEGALITY

July 20, 2010

Fulton Financial Corporation

One Penn Square

P.O. Box 4887

Lancaster, PA 17604

Re: Fulton Financial Corporation 401(k) Retirement Plan

Dear Ladies and Gentlemen:

We have acted as counsel to Fulton Financial Corporation (“FFC”) in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of an additional 1,200,000 shares of the $2.50 par value common stock of FFC (the “FFC Common Stock”), to be issued pursuant to the Fulton Financial Corporation 401(k) Retirement  Plan (the “Plan”).

This Opinion Letter is provided pursuant to the requirements of Item 601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission for inclusion as an exhibit to the Registration Statement.

We have reviewed the Plan and the resolutions of the Fulton Financial Corporation Board of Directors dated July 20, 2010.  In addition, we have reviewed such matters of law and have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate documents, certificates, instruments, proceedings and materials, and have made such other investigations and inquiries as we have deemed relevant and necessary to enable us to express the opinions hereinafter expressed.  The opinions expressed herein are subject to the following qualifications, limitations, assumptions and exceptions:

A.           In the course of our review, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents.  We have also assumed that all records and other information made available to us by FFC, and upon which we relied, are complete in all respects.  In addition, in making our review of documents executed by entities or persons other than FFC, we have assumed that each such other entities or persons had all necessary power to enter into and perform all of its obligations under such documents and have also assumed the due executi on and delivery of those documents by each such entity or person pursuant to due authorization.

B.           To render these opinions, we have made the investigation described herein.  We have not independently verified information obtained from third persons, except as set forth herein.

C.           Our opinions set forth herein are based upon and rely upon the current state of the law and, in all respects, are subject to and may be limited by future legislation as well as by developing case law.  We assume no obligation to update or supplement our opinions set forth herein to reflect any fact or circumstance that may hereinafter come to our attention or any change in laws that may hereafter occur.

July 20, 2010

Page Two

D.           The opinions expressed herein relate solely to the laws of the United States of America and the Commonwealth of Pennsylvania, and no opinion is expressed with respect to the laws of any other jurisdiction.

Based upon and subject to the foregoing, and subject to the condition that the terms of the Plan will be strictly complied with, we are of the opinion that the shares of the FFC Common Stock to be issued in connection with the Plan have been duly authorized and, when issued, will be legally issued, fully paid and nonassessable.  We hereby consent to the use in this registration statement of this opinion and to the reference to this firm under the caption “Legal Opinion” in the related prospectus.

Very truly yours,

BARLEY SNYDER LLC

EX-23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Fulton Financial Corporation:

We consent to the use of our report dated March 1, 2010, with respect to the consolidated balance sheets of Fulton Financial Corporation as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and the cash flows for each of the years in the three-year period ended December 31, 2009,and the effectiveness of internal control over financial reporting as of December 31, 2009, which appears in the December 31, 2009 annual report on Form 10-K of the Company.

Our report dated March 1, 2010, on the consolidated balance sheets of Fulton Financial Corporation as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2009,  and the effectiveness of internal control over financial reporting as of December 31, 2009, refers to the Corporation’s change in its method of accounting for other-than-temporary impairment for debt securities in 2009, due to the adoption of FASB Staff Position No. 115-2 and 124-2, “Recognition and Presentation of Other-than-Temporary Impairments”, which was codified as FASB ASC Subtopic 320-10.

(signed) KPMG LLP

Philadelphia, Pennsylvania

July 20, 2010