PENNS WOODS BANCORP INC
10-Q, 1996-05-10
STATE COMMERCIAL BANKS
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FORM 10-Q QUARTERLY REPORT

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549



FORM 10-Q

QUARTERLY REPORT UNDER SECTION 10
OF THE SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended March 31, 1996  Commission file number
                                        0-17077


PENNS WOODS BANCORP, INC.

Incorporated in Pennsylvania                     23-2226454


Main Office                           115 South Main Street  
                                      Jersey Shore,  Pennsylvania  17740 
                                                             
Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that
Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the
past 90 days.

                YES          [X]         NO       [ ]    

On March 31, 1996 there were 1,271,528 shares of the
Registrant's common stock outstanding.

PART  I  FINANCIAL STATMENTS
<TABLE>

PENNS WOODS BANCORP, INC.
CONSOLIDATED BALANCE SHEET
AT DATES INDICATED
<CAPTION>

                                                           March 31, December 31,
                                                           1996       1995
                                                           -----------------------
<S>                                                         <C>         <C>
ASSETS:
  Cash and due from banks                                 
  Investment securities available-for-sale                  74,337,725  65,322,241
  Investment Securities held-to-maturity                     2,809,052   2,817,174
  Federal funds sold                                                 0     570,000
  Loans, net of unearned discount                          151,346,924 153,640,485
  Allowance for loan losses                                 (2,419,312) (2,353,324)

            Loans, net                                      148,927,612 151,287,161

  Bank premises and equipment                                 3,842,071   3,808,885
  Foreclosed assets held for sale                               653,015     943,108
  Accrued interest receivable                                 1,772,242   1,717,616
  Other assets                                                2,459,609   1,878,740
                                                            -----------------------
                         TOTAL ASSETS                       245,277,511 242,628,574 
                                                            =======================

LIABILITIES:
  Demand Deposits                                            27,127,760  27,178,753
  Interest-bearing demand deposits                           37,991,976  37,155,122
  Savings deposits                                           46,235,739  45,019,071
  Time deposits                                              93,299,591  92,904,655
                                                            -----------------------
            Total deposits                                   204,65,066 202,257,601

  Federal funds purchased                                             0           0
  Securities sold under repurchase agreements                 6,392,566   6,344,111
  Accrued interest payable                                      804,395     918,841
  Long-term Borrowings                                                0         0
  Other liabilites                                            3,721,002   3,423,217
                                                            -----------------------
            Total liabilities                               215,573,029 212,943,770
                                                            -----------------------

SHAREHOLDERS' EQUITY:
  Common stock, par value $10 per share,
            10,000,000 shares authorized;
            1,271,528 shares issued and outstanding 
            at March 31, 1996 and 1,000,000
            shares authorized; 839,046 issued and
            outstanding at December 31, 1995                 12,712,280  12,713,390
  Additional paid-in capital                                  4,452,723   4,453,353
  Retained earnings                                          10,762,498  10,059,806
  Net unrealized gain (loss) on securities
            available for sale                                1,773,981   2,458,255
                                                            -----------------------
            Total shareholders' equity                       29,704,482  29,684,804 
                                                            -----------------------
                         TOTAL LIABILITIES AND 
                         SHAREHOLDERS' EQUITY               245,277,511 242,628,574 
                                                            =======================
</TABLE>
<TABLE>
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIODS INDICATED
<CAPTION>

                                                 THREE MONTHS THREE MONTHS  QUARTER   QUARTER
                                                 ENDED        ENDED         ENDED     ENDED
                                                 March 31,    March 31,     March 31, March 31, 1995
                                                 1996         1995          1996      1995 
                                                 ----------------------------------------------
<S>                                              <C>        <C>        <C>            <C>
INTEREST INCOME:
  Interest and fees on loans                     $3,640,106 $3,553,326 $3,640,106     $3,553,326
  Interest and dividends on investments:         -----------------------------------------------
            Taxable interest                        732,962    622,832    732,962        622,832
            Nontaxable interest                     264,245    284,827    264,245        284,827
            Dividends                               121,584     89,445    121,584         89,445
                                                 -----------------------------------------------
                         Total Interest and
                         dividends on investments 1,118,791    997,104  1,118,791        997,104
            Interest on Federal funds sold           22,789        117     22,789            117
                                                 -----------------------------------------------
                         Total interest income    4,781,686  4,550,547  4,781,686      4,550,547
                                                 -----------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                            1,897,288  1,671,308  1,897,288      1,671,308
  Interest on Federal funds purchased                   820     55,163        820         55,163
  Interest on securities sold under 
            repurchase agreements                    71,734     43,557     71,734         43,557
  Interest on other borrowings                            0    110,635          0        110,635
                                                 -----------------------------------------------
                         Total interest expense   1,969,842  1,880,663  1,969,842      1,880,663
                                                 -----------------------------------------------
  Net interest income                             2,811,844  2,669,884  2,811,844      2,669,884
  Provision for loan losses                          42,000    100,005     42,000        100,005
                                                 -----------------------------------------------
  Net interest income after provision for
  loan losses                                     2,769,844  2,569,879  2,769,844      2,569,879
                                                 -----------------------------------------------
OTHER OPERATING INCOME:
  Service charges                                   202,200    171,722    202,200        171,722
  Securities gains                                   36,477    282,866     36,477        282,866
  Other income                                       60,294     65,489     60,294         65,489
                                                 -----------------------------------------------
            Total other operating income            298,971    520,077    298,971        520,077
                                                 -----------------------------------------------
OTHER OPERATING EXPENSES:
  Salaries and employee benefits                    873,872    977,757    873,872        977,757
  Occupancy expense, net                            130,414    135,752    130,414        135,752
  Furniture and equipment expense                   128,123    146,461    128,123        146,461
  Other expenses                                    627,653    747,579    627,653        747,579
                                                 -----------------------------------------------
            Total other operating expenses        1,760,062  2,007,549  1,760,062      2,007,549
                                                 -----------------------------------------------
INCOME BEFORE TAXES                               1,308,753  1,082,407  1,308,753      1,082,407
INCOME TAX PROVISION                                326,325    289,073    326,325        289,073
                                                 -----------------------------------------------
NET INCOME                                         $982,428   $793,334   $982,428       $793,334
                                                 ===============================================
EARNINGS PER SHARE                                     0.77       0.63       0.77           0.63
                                                 ===============================================
TOTAL SHARES OUTSTANDING                          1,271,522  1,266,878  1,271,522      1,266,878
                                                 ===============================================
   (ADJUSTED FOR 50% STOCK DIVIDEND)
</TABLE>
<TABLE>
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE  THREE  MONTHS ENDED MARCH 31, 1996
<CAPTION>

                                                                                UNREALIZED     
                                                                                APPRECIATION    
                                                            ADDITIONAL          (DEPRECIATION) ON    TOTAL
                                                   COMMON   PAID-IN   RETAINED  SECURITIES           SHAREHOLDERS'
                                                    STOCK   CAPITAL   EARNINGS  AVAILABLE-FOR-SALE   EQUITY
                                                 --------------------------------------------------------------
<S>                                              <C>        <C>       <C>        <C>                 <C>
Balance, December 31, 1995                       12,713,390 4,453,353 10,762,498 2,458,255           29,684,804

Net income for the three months ended
                 March 31, 1996                                          982,428                        982,428
Dividends declared and paid                                             (279,736)                      (279,736)
Net change in unrealized gain on marketable 
            equity securities                                                     (684,274)            (684,274)
Stock options exercised                                1,890      (630)                                   1,260
                                                 ---------------------------------------------------------------
Balance, March 31, 1996                          12,715,280  4,452,723 10,762,498 1,773,981           29,704,482
                                                 ===============================================================
</TABLE>
<TABLE>
PENNS WOODS BANCORP, INC.                                                          
CONSOLIDATED STATEMENT                                                             
OF CASH FLOWS                                                                      
FOR THE QUARTERS ENDED MARCH 31, 1996 AND MARCH 31, 1995                           
<CAPTION>
                                                                          
                                                             MARCH 31,  MARCH 31,
                                                               1996       1995
                                                            ----------------------
<S>                                                           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                  $982,427   $793,334
  Adjustments to reconcile net income to net cash
  provided by operating actvities
            Depreciation                                       101,162     84,446
            Provision for loan losses                          420,000    100,005
            Amortization of investment security premiums         4,607     13,709
            Accretion of investment security discounts         (13,981)   (20,598)
            Securities gains                                   (36,477)  (282,866)
            Increase in all other assets                      (282,990)  (566,887)
            Increase (decrease) in all other liabilities       183,339    551,049
                                                            ----------------------
                 Net cash provided by operating activities   1,358,087    672,192
                                                            ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of securities available-for-sale                (10,658,639)(7,983,095)
  Proceeds from sale of securities available-for-sale          644,559  9,623,662
  Purchase of securities held-to-maturity                     (493,895)   (25,000)
  Proceeds from calls and maturities of securities 
  held-to-maturity                                             509,685  3,435,049
  Net decrease in loans                                      1,939,549   (991,720)
  Decrease in foreclosed assets                                290,093     (9,441)
  Acquisition of bank premises and equipment                  (134,348)   (47,897)
                                                            ----------------------
                 Net cash provided by (used in) investing 
                 activities                                  (7,902,996) 4,001,558
                                                            ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in interest-bearing deposits                  2,448,458  3,287,479
  Net  (decrease) in noninterest-bearing deposits              (50,993) 1,767,909
  Net increase in sec. sold under repurch. agree.               48,455 (1,059,506)
  Increase (decrease)  in other borrowed funds                       0 (7,170,000)
  Dividends paid                                              (279,736)  (222,486)
  Stock options exercised                                        1,261     37,883
                                                            ----------------------
                 Net cash (used in) provided by financing 
                 activities                                  2,167,445 (3,358,721)
                                                            ----------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS        (4,377,464) 1,315,029
CASH AND CASH EQUIVALENTS, BEGINNING                        14,853,649 12,025,441
                                                            ----------------------
CASH AND CASH EQUIVALENTS, ENDING                           10,476,185 13,340,470
                                                            ======================

</TABLE>
      The interim financial statements are unaudited
      but, in the opinion of management, reflect all
      adjustments necessary for the fair presentation
      of results for such periods.  The results of
      operations for any interim period are not
      necessarily indicative of results for the full
      year.  These financial statements should be read
      in conjunction with financial statements and
      notes thereto contained in the Company's annual
      report for the year ended December 31, 1995.

      MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      EARNINGS SUMMARY

         Interest Income

            For the three months ended March 31, 1996,  
            total  interest income increased by $231,139 
            or 5.08% compared to the same period in 1995. 
            This increase is due to a slight increase
            of $86,780 in interest and fees on loans,
            an increase in total interest and dividends
            on investments of $121,687 and a $22,672
            increase in income in federal funds sold. 

            The slight increase in interest and fees on
            loans of $86,780 was primarily due to an
            increase in loan volume during this period
            of $2,293,561.  The increase in interest on
            federal funds sold of $22,672 was due to an
            increase in the amount of funds sold.
            Interest and dividends on investments
            increased primarily due to an increase in
            taxable interest of $110,130 and a slight
            decrease in nontaxable interest on
            investments of $20,582. In addition, there
            was an increase in dividend income of
            $32,139 due to an increase of holdings in
            the equity portfolio.  

         Interest Expense

            For the three months ended March 31, 1996,
            total interest expense increased $89,179 or
            4.74% over the same period in 1995.  This
            increase can be attributed to the interest paid
            on interest-bearing deposits due to the 
            $2,448,458 increase in volume.


         Provision for Loan Losses

            The provision for losses for the three
            months ended March 31, 1996 decreased
            $58,005 from the corresponding period in
            1995.  This decrease reflects a decline in
            anticipated losses on small business loans
            for the first three months of 1996 and the
            fiscal year.

            As of the first quarter of 1996, recoveries
            exceeded charge offs by $24,000 compared to
            the first quarter of 1995 when charge offs
            exceeded recoveries by $97,000.  Provisions
            to date total $42,000 as compared to
            provisions through March 31, 1995 of
            $100,005.

            Senior Management utilizes several
            different methods to determine the adequacy
            of the loan loss allowance and to establish
            quarterly provisions.  Among these methods
            is the analysis of the most recent five
            year average loss history, the coverage of
            non-performing loans provided by the
            allowance, an estimate of potential loss in
            homogeneous pools of loans and the internal
            credit rating assigned to watch and problem
            loans.

            In addition to the preceding, senior
            management also reviews macro portfolio
            risks such as the absence of
            concentrations, absence of foreign credit
            exposure and growth objectives in further
            tuning the allowance and provisions.

            The ratio of non-accruing loans and those
            accruing but delinquent more than 90 days
            (collectively called "non-performing"
            loans) to the allowance for loan losses
            stood at .89 times at March 31, 1996 a
            decrease in coverage from the .76 times at 
            December 31, 1995.   All of the increase in 
            non-performing loans occurred in the residential 
            real estate portfolio.  Based upon this analysis
            as well as the others noted above, senior
            management has concluded that the allowance
            for loan losses is adequate.


         Other Operating Income

            Other operating income for the three months
            ended March 31, 1996 decreased $221,106 or
            42.51% from the same time period in 1995. 
            This decrease is due to the net effect of
            an increase in service charges collected of
            $30,478, a decrease in securities gains
            f $246,389 and a decrease in
            other income of $5,195. 

            The increase in service charges, which was
            a result of an increase in service charges
            collected on deposit accounts.  As compared
            to the first quarter of 1995, there were no gains
            taken on sales of foreclosed assets during
            the first three months of 1996, resulting in the
            slight decrease in other income.  The
            primary decrease in other operating income
            was due to the decline in securities gains
            recognized of $246,389.  Realized gains
            were on partial sales of equity securities
            that have been in the portfolio long-term
            that had reached what management had
            determined to be their maximum potential.  

         Other Operating Expense

            For the three months ended March 31, 1996
            total operating expenses increased $247,487
            or 12.33% over the same period in 1995. 
            Expenses included under the other expenses heading
            are such items as:  advertising, postage,
            maintenance, FDIC, SAIF and other
            insurance, Pennsylvania State shares tax,
            legal and professional fees, telephone,
            printing and supplies and other general and
            administrative expenses.   Decreases in
            other expenses totalled $119,926.  During the
            first quarter of 1995, expenses were incurred 
            that related to the acquisition of Lock Haven
            Savings Bank.  These expenses were non-
            recurring, and therefore, did not reocurr during 
            the first quarter of 1996.  This reduction in other
            operating expense coupled with an increase
            in ORE expenses and bookkeeping and data
            processing expense incurred relating to a
            platform automation system that will be 
            installed in the near future, are the primary 
            factors contributing to the $119,926 decrease
            in other expense.


            In addition, employee salaries and benefits
            decreased $103,885.  When comparing the
            amount of salaries and employee benefits
            expense incurred during the first three months
            of 1996 to the same period in 1995, it should 
            be noted that in 1995, salaries and employee 
            benefits was charged to satisfy the terms of 
            two Lock Haven Savings Bank executives'
            employment agreements in connection with
            the merger.  This expense did not reocurr
            in 1996, therefore, this reduction, netted with
            increases in salary levels, accounts for the
            overall $103,885 decrease in salaries and
            employee benefits.

            Occupancy expense and furniture and 
            equipment expense decreased slightly by
            $5,338 and $18,338, respectively.  These 
            decreases can be attributed to the closing of
            two branch offices after the merger with Lock
            Haven Savings Bank in April of 1995.


         Provision for Income Taxes

            Provision for income taxes for the three
            months ended March 31, 1996 resulted in an
            effective income tax rate of 24.93%
            compared to 26.71% for the corresponding
            period in 1995.  The decrease noted is
            primarily a result of a decrease in
            security gains for the March 31, 1996
            period compared to March 31, 1995.


         ASSET/LIABILITY MANAGEMENT

         Assets

           At March 31, 1996, cash, federal funds sold,
           and investment securities totalled
           $87,622,962, or a net increase of $4,629,898
           over the corresponding balance at December
           31, 1995.  Investment securities increased,
           $9,007,362, while cash and federal funds
           sold decreased $3,807,464 and $570,000. 
           During this period, net loans decreased by
           $2,359,549 to $148,927,612.

            The purchase of agency securities accounts 
            for the increase in investment securities from
            December 31, 1995 to March 31, 1996.

           Management evaluates credit risk,
           anticipated economic conditions and other
           relevant factors impacting the quality of
           the loan portfolio in order to establish an
           adequate loan-loss allowance.  An internal
           credit review committee monitors loans in
           accordance with Federal supervisory
           standards.  Furthermore, results of
           examination and appraisal of the coverage of
           the loan-loss allowance by the committee,
           Federal regulators and independent
           accountants are frequently reviewed by
           management.
  
           Accordingly, on a quarterly basis,
           management determines an appropriate
           provision for possible loan losses from
           earnings in order to maintain allowance
           coverage relative to potential losses.

           The allowance for loan losses totalled
           $2,419,312 at March 31, 1996, an increase of
           $65,988 over the balance at December 31,
           1995.  For the three months ended March 31,
           1996, the provision for loan losses totalled
           $42,000.  As a percent of loans, the
           allowance for loan losses at March 31, 1996
           totalled 1.60% versus 1.53% at December 31,
           1995.

           Loans accounted for on a non-accrual basis
           totalled $1,056,000 and $1,009,000 at March
           31, 1996 and December 31, 1995 respectively.

           Accruing loans, contractually delinquent 90
           days or more were $1,087,000 at March 31,
           1996 and $791,000 at December 31, 1995. 
           These loans are predominately secured by
           first lien mortgages on residential real
           estate where appraisal values mitigate any
           potential loss of interest and principal. 
           The ratio of non-accruing loans and those
           accruing but delinquent more than 90 days to
           the allowance for loan losses stood at .89
           times at March 31, 1996 and  .76 times at
           December 31, 1995.  Presently the portfolio
           has no loans that meet the definition of
           "trouble debt restructurings" under FAS 15.

           A watch list of potential problem loans is
           maintained and updated quarterly by an
           internal credit review committee.  At this
           time there are no credits of substance that
           have the potential to become more than 90
           days delinquent.

           The Bank has not had nor presently has any
           foreign outstandings.  In addition, no known
           concentrations of credit presently exist.

           At March 31, 1996, the balance of other real
           estate was $653,015 compared to $943,108 at
           December 31, 1995.  During the first quarter
           of 1996, two properties were transferred into 
           the account.  In addition, one property that was
           on the books at December 31, 1995, was sold 
           during the first quarter.


         Deposits

           At March 31, 1996 total deposits amounted to
           $204,655,066 representing an increase of
           $2,397,465 or a 1.19% increase over total
           deposits at December 31, 1995.

         Other Liabilities

           At March 31, 1996, other liabilities
           totalled $3,721,002 or a $297,785 increase
           over the balance at December 31, 1995. This
           increase is primarily due to an increase in 
           accrued taxes.


           Capital

           The adequacy of the Company's capital is
           reviewed on an ongoing basis with reference
           to the size, composition and quality of the
           Company's resources and regulatory
           guidelines.  Management seeks to maintain a
           level of capital sufficient to support
           existing assets and anticipated asset
           growth, maintain favorable access to capital
           markets and preserve high quality credit
           ratings. The capital requirements of the
           Pennsylvania Department of Banking are 6%. 
           The capital requirements of the Federal
           Deposit Insurance Corporation are:

           1.  Regulatory capital to total assets 6%.

           2.  Primary capital to total assets 5 1/2%.

           At March 31, 1996, regulatory capital to
           total assets was 12.11% compared to 12.23%
           at December 31, 1995.  Primary capital to
           total assets at March 31, 1996 was 13.10%
           compared to 13.20% at December 31, 1995.

           The Federal Reserve Board, the FDIC and the
           OCC have issued certain risk-based capital
           guidelines, which supplement existing
           capital requirements.  The guidelines
           require all United States banks and bank
           holding companies to maintain a minimum
           risk-based capital ratio of 8.00% (of which
           at least 4.00% must be in the form of common
           stockholders' equity).  Assets are assigned
           to five risk categories, with higher levels
           of capital being required for the categories
           perceived as representing greater risk. The
           required capital will represent equity and
           (to the extent permitted) nonequity capital
           as a percentage of total risk-weighted
           assets.  The risk-based capital rules are
           designed to make regulatory capital
           requirements more sensitive to differences
           in risk profiles among banks and bank
           holding companies and to minimize
           disincentives for holding liquid assets

           Capital is being maintained in compliance
           with the new risk-based capital guidelines. 
           The Company's Tier 1 Capital to total risk
           weighted assets ratio is 19.68% and the
           total capital ratio to total risk weighted
           assets ratio is 20.93%.

          Liquidity and Interest Rate Sensitivity

           The asset/liability committee addresses the
           liquidity needs of the Bank to see that
           sufficient funds are available to meet
           credit demands and deposit withdrawals as
           well as to the placement of available funds
           in the investment portfolio.  In assessing
           liquidity requirements, equal consideration
           is given to the current position as well as
           the future outlook.

           The following liquidity measures are
           monitored and kept within the limits cited.

            1.  Net Loans to Total Assets, less than 70%

            2.  Net Loans to Total Deposits, less than 80%

            3.  Net Loans to Core Deposits, less than 85%

            4.  Investments to Total Assets, less than 40%

            5.  Investments to Total Deposits, less 50%

            6.  Net Primary Liquid Assets to Total
                 Assets, greater than 10%

            7.  Net Primary Liquid Assets to Total     
                 Liabilities, greater than 10%

            8.  Total Liquid Assets to Total Assets,
                 greater than 25%

            9.  Total Liquid Assets to Total
                 Liabilities, greater than 25%


        The Bank has maintained a liquidity level at or above the
        guidelines of the FDIC and the Pennsylvania Department
        of Banking.  The Bank has available to it Federal Funds
        lines of credit totalling $15,510 from correspondent banks
        should the need for short-term funds arise.
        
        The following table sets forth the Bank's interest rate
        sensitivity as of March 31, 1996:
<TABLE>
<CAPTION>

                                         AFTER ONE  AFTER FIVE AFTER
                            WITHIN       BUT WITHIN BUT WITHIN   TEN
                           ONE YEAR      FIVE YEARS TEN YEARS  YEARS
                         ---------------------------------------------
<S>                           <C>        <C>        <C>        <C>
Earning Assets (1) (2)        $69,716    $30,479    $28,491    $98,751
Interest-bearing              113,931     64,212      5,692         85
  liabilities (3)        ----------------------------------------------

Gap:
   By period                  (44,215)   (33,733)    22,799     98,666
   By cumulative              (44,215)   (77,948)   (55,149)    43,517
                         ----------------------------------------------
Earning assets:
   Investments (1)             18,833      3,292      4,986     50,036
   Loans (2)                   50,883     27,187     23,505     48,715

Interest-bearing
liabilities: (3)
   Interest-bearing 
   deposits                  $110,202    $61,548     $5,692        $85
   Long-term borrowings             0          0          0          0
<FN>
      (1) Investment balances include annual repayment
      assumptions of 6%.  Mortgage backed securities
      and certain other securities include repayment
      assumptions based on the terms of the securities.
     
      (2) Loan balances include annual repayment
      assumptions based on the projected cash flow from
      the loan portfolio.  The cash flow projections
      are based on the terms of the credit facilities. 
      No assumptions are made regarding prepayment of
      loans.  Loans are presented net of deferred loan
      fees and include loans held for resale and
      allowance for loan losses.

      (3)  The Corporation considers one-half of
       its regular saving deposits to be stable core
      deposits, and accordingly has classified 50%
      of such deposits in the "Within One Year
      category" and 50 % in the "After One but
      Within Five years" category.  All other
       interest-bearing demand deposits are
       classified in the "Within One Year" category
       and time deposits are categorized according
       to scheduled maturity.   
</FN>
</TABLE>
In reference to the attached financial statements, all
adjustments are of a normal recurring nature pursuant
to Rule 10-01 (b) (8) of Regulation S-X.

Part II.  OTHER INFORMATION

Item 6.  Exhibits and reports on Form 8-K.

     a.  Exhibits: 
                         
Number      Description
- -------------------------
(11)        Statement Regarding Computation of Per Share  Earnings

(27)        Financial Data Schedule

          
     b.  No reports on Form 8-K were filed in the first quarter of 1996.


                     
 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 thereunto duly authorized.

PENNS WOODS BANCORP, INC.
  (Registrant)


Date:                    /s/ Theodore H. Reich
                         -----------------------------------
                         Theodore H. Reich, President

Date:                    /s/ Sonya E, Hartranft
                         -----------------------------------
                         Sonya E. Hartranft, Controller

EXHIBIT INDEX

Number      Description
- -------------------------
(11)        Statement Regarding Computation of Per Share  Earnings

(27)        Financial Data Schedule

 EXHIBIT 11
<TABLE>
<CAPTION>

STATEMENT OF COMPUTATION OF EARNING PER SHARE
FOR THE PERIOD ENDED 3/31/96
                                         LESS     FRACTION        
DATE           SHARES                 FRACTIONAL     OF      WEIGHTED
             OUTSTANDING  RESTATEMENT   SHARES      YEAR      SHARES
- -----------------------------------------------------------------------
<S>            <C>             <C>         <C>      <C>     <C>
1/01/95-1/03   1,271,339       -           -        3/91        41,912
1/04/96-3/31   1,271,528       -           -        88/91    1,229,610
                                                            -----------
  WEIGHTED SHARES OUTSTANDING  3/31/96                       1,271,522
                                                            ===========
<CAPTION>

<S>                                   <C>                        <C>
NET INCOME 3/31/96                       982,428
WEIGHTED SHARES OUTSTANDING  3/31/96   1,271,522
EARNINGS PER SHARE 3/31/96                                       $0.77
                                                            ===========
<CAPTION>

STATEMENT OF COMPUTATION OF EARNING PER SHARE
FOR THE PERIOD ENDED 3/31/95
                                         LESS     FRACTION        
DATE           SHARES                 FRACTIONAL     OF      WEIGHTED
             OUTSTANDING  RESTATEMENT   SHARES      YEAR      SHARES
- -----------------------------------------------------------------------
<S>              <C>              <C>         <C>   <C>      <C>
1/01/95-3/31     844,612          1.5         40    90/90    1,266,878
                                                            ===========
<CAPTION>

<S>                                   <C>                       <C>
NET INCOME 3/31/95                       793,334
WEIGHTED SHARES OUTSTANDING  3/31/95   1,266,878
EARNINGS PER SHARE 3/31/95                                       $0.63
                                                            ===========
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                            8433
<INT-BEARING-DEPOSITS>                            2034
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      74338
<INVESTMENTS-CARRYING>                            2809
<INVESTMENTS-MARKET>                                 0
<LOANS>                                         151347
<ALLOWANCE>                                       2419
<TOTAL-ASSETS>                                  245278
<DEPOSITS>                                      204655
<SHORT-TERM>                                      7197
<LIABILITIES-OTHER>                               3721
<LONG-TERM>                                          0
<COMMON>                                         12715
                                0
                                          0
<OTHER-SE>                                       16989
<TOTAL-LIABILITIES-AND-EQUITY>                  245278
<INTEREST-LOAN>                                   3640
<INTEREST-INVEST>                                 1119
<INTEREST-OTHER>                                    23
<INTEREST-TOTAL>                                  4782
<INTEREST-DEPOSIT>                                1897
<INTEREST-EXPENSE>                                  73
<INTEREST-INCOME-NET>                             2812
<LOAN-LOSSES>                                       42
<SECURITIES-GAINS>                                  36
<EXPENSE-OTHER>                                   1760
<INCOME-PRETAX>                                   1309
<INCOME-PRE-EXTRAORDINARY>                        1309
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       982
<EPS-PRIMARY>                                      .77
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                       1056
<LOANS-PAST>                                      1087
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                  2353
<CHARGE-OFFS>                                       56
<RECOVERIES>                                        80
<ALLOWANCE-CLOSE>                                 2419
<ALLOWANCE-DOMESTIC>                              2419
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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