FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Randall Terry 		2. Issuer Name and Ticker or Trading Symbol

TOWER BANCORP INC [ TOBC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O H B MELLOTT ESTATE INC, 100 MELLOTT DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/17/2012
(Street)

WARFORDSBURG, PA 17267
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/17/2012     D    1795.546   D   (1) 0   D    
Common Stock   2/17/2012     D    2000   D   (1) 0   I   By IRA  
Common Stock   2/17/2012     D    20000   D   (1) 0   I   By Heritage Capital LLC  
Common Stock   2/17/2012     D    54968   D   (1) 0   I   By Forrest R. Mellott Irrevocable Trust  
Common Stock   2/17/2012     D    4038   D   (1) 0   I   By Mellott Company  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy)   $44.75   2/17/2012     D         160    1/9/2008   1/9/2017   Common Stock   160     (2) 0   D    
Director Stock Option (right to buy)   $41.1   2/17/2012     D         625    1/8/2009   1/8/2018   Common Stock   625     (2) 0   D    
Director Stock Option (right to buy)   $22.5   2/17/2012     D         555    3/31/2009   1/13/2019   Common Stock   555     (2) 0   D    
Director Stock Option (right to buy)   $19.8   2/17/2012     D         2000      (3) 11/24/2019   Common Stock   2000     (2) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger between Susquehanna Bancshares, Inc. ("Susquehanna") and issuer, dated June 20, 2011, as amended September 28, 2011 (the "Merger Agreement"), pursuant to which issuer was merged with and into Susquehanna (the "Merger"). Pursuant to the Merger, each share of issuer was exchanged for 3.4696 shares of Susquehanna common stock or $28.00, at each stockholder's election and subject to proration and allocation procedures described in the Merger Agreement. As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
( 2)  Pursuant to the Merger Agreement, each option granted by issuer to purchase shares of issuer's common stock which was outstanding and unexercised immediately prior to the effective time of the Merger, automatically converted into a right to purchase shares of Susquehanna common stock, with the number of underlying shares and the exercise price determined per the Merger Agreement, and subject to the terms of the issuer's stock plans.
( 3)  Stock options granted pursuant to the 2007 Stock Incentive Plan vest in five equal annual installments commencing on November 24, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Randall Terry
C/O H B MELLOTT ESTATE INC
100 MELLOTT DRIVE
WARFORDSBURG, PA 17267 		X



Signatures
Carl D. Lundblad for Terry L. Randall under Power of Attorney dated May 11, 2009 2/17/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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