PENNS WOODS BANCORP INC
10-Q, 1996-11-13
STATE COMMERCIAL BANKS
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secQ996
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 September 30, 1996            Commission file number
                                        0-17077


PENNS WOODS BANCORP, INC.

Incorporated in Pennsylvania                                 23-2226454


Main Office                             115 South Main Street            
                                        Jersey Shore, Pennsylvania, 1774 
                                                                         
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 September 30, 1996 there were 1,272,248 shares of the
Registrant's common stock outstanding.

PART  I  FINANCIAL STATMENTS
<TABLE>
<CAPTION>

PENNS WOODS BANCORP, INC.
CONSOLIDATED BALANCE SHEET
AT DATES INDICATED
                                                                         September 30,    December 31,
                                                                              1996            1995
                                                                        --------------------------------
<S>                                                                     <C>             <C>
ASSETS:
  Cash and due from banks                                                    $9,163,915     $14,283,649
  Investment securities available-for-sale                                   78,493,306      65,322,241
  Investment Securities held-to-maturity                                      2,609,744       2,817,174
  Federal funds sold                                                                  0         570,000
  Loans, net of unearned discount                                           159,859,249     153,640,485
  Allowance for loan losses                                                  (2,400,620)     (2,353,324)

            Loans, net                                                      157,458,629     151,287,161

  Bank premises and equipment                                                 3,637,610       3,808,885
  Foreclosed assets held for sale                                               410,458         943,108
  Accrued interest receivable                                                 1,667,476       1,717,616
  Other assets                                                                2,282,092       1,878,740
                                                                        --------------------------------
            TOTAL ASSETS                                                   $255,723,230    $242,628,574
                                                                        ================================

LIABILITIES:
  Demand Deposits                                                           $27,417,395     $27,178,753
  Interest-bearing demand deposits                                           36,265,649      37,155,122
  Savings deposits                                                           44,517,200      45,019,071
  Time deposits                                                              92,887,962      92,904,655
                                                                        --------------------------------
            Total deposits                                                 $201,088,206    $202,257,601

  Federal funds purchased                                                   $12,360,000              $0
  Securities sold under repurchase agreements                                 6,966,959       6,344,111
  Accrued interest payable                                                      785,608         918,841
  Other Liabilities                                                           3,109,840       3,423,217
            Total liabilities                                           --------------------------------
                                                                           $224,310,613    $212,943,770
                                                                        --------------------------------
SHAREHOLDERS' EQUITY:
  Common stock, par value $10 per share,
            10,000,000 shares authorized;
            1,272,248 shares issued and outstanding 
            at September 30, 1996 and 10,000,000
            shares authorized; 1,271,339 issued and
            outstanding at December 31, 1995                                $12,722,480     $12,713,390
  Additional paid-in capital                                                  4,474,192       4,453,353
  Retained earnings                                                          12,787,812      10,059,806
  Net unrealized gain (loss) on securities
            available for sale                                                1,428,133       2,458,255
                                                                        --------------------------------
            Total shareholders' equity                                      $31,412,617     $29,684,804
                                                                        --------------------------------
            TOTAL LIABILITIES AND
            SHAREHOLDERS' EQUITY                                           $255,723,230    $242,628,574
                                                                        ================================
</TABLE>
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIODS INDICATED
<TABLE>
<CAPTION>

                                                          NINE MONTHS     NINE MONTHS       QUARTER          QUARTER
                                                             ENDED           ENDED           ENDED            ENDED
                                                        September 30, 19September 30, 19Septmeber 30, 19September 30, 1995
                                                        ------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>             <C>
INTEREST INCOME:
  Interest and fees on loans                                $11,041,682     $10,975,005      $3,767,919        $3,767,229
  Interest and dividends on investments:                ------------------------------------------------------------------
            Taxable interest                                  2,367,102       1,706,949         757,004           567,797
            Nontaxable interest                                 902,886         826,627         391,332           264,438
            Dividends                                           381,637         299,487         132,871           100,030
                                                        ------------------------------------------------------------------
            Total interest and dividends
            on investments                                    3,651,625       2,833,063       1,281,207           932,265
            Interest on Federal funds sold                       25,331         131,150               0            64,788
                                                        ------------------------------------------------------------------
            Total interest income                            14,718,638      13,939,218       5,049,126         4,764,282
                                                        ------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                        5,612,904       5,391,200       1,854,040         1,906,190
  Interest on Federal funds purchased                           162,708          65,323         125,037                58
  Interest on securities sold under 
     repurchase agreements                                      229,441         145,759          78,367            60,911
  Interest on other borrowings                                        0         195,668               0                 0
                                                        ------------------------------------------------------------------
            Total interest expense                            6,005,053       5,797,950       2,057,444         1,967,159
                                                        ------------------------------------------------------------------
  Net interest income                                         8,713,585       8,141,268       2,991,682         2,797,123
  Provision for loan losses                                      84,000         300,015          21,000           100,005
                                                        ------------------------------------------------------------------
  Net interest income after provision for
  loan losses                                                 8,629,585       7,841,253       2,970,682         2,697,118
                                                        ------------------------------------------------------------------
OTHER OPERATING INCOME:
  Service charges                                               625,809         558,856         217,753           201,736
  Securities gains                                              688,300         887,063         397,776           321,411
  Other income                                                  215,665         185,242          57,538            53,751
                                                        ------------------------------------------------------------------
            Total other operating income                      1,529,774       1,631,161         673,067           576,898
                                                        ------------------------------------------------------------------
OTHER OPERATING EXPENSES:
  Salaries and employee benefits                              2,697,959       3,121,486         920,633           863,121
  Occupancy expense, net                                        356,848         360,166         109,803           114,729
  Furniture and equipment expense                               386,695         485,333         154,424           118,301
  Other expenses                                              1,816,532       1,942,506         565,597           591,498
                                                        ------------------------------------------------------------------
            Total other operating expenses                    5,258,034       5,909,491       1,750,457         1,687,649
                                                        ------------------------------------------------------------------
INCOME BEFORE TAXES                                           4,901,325       3,562,923       1,893,292         1,586,367
INCOME TAX PROVISION                                          1,295,627         888,177         535,855           545,113
                                                        ------------------------------------------------------------------
NET INCOME                                                   $3,605,698      $2,674,746      $1,357,437        $1,041,254
                                                        ==================================================================
EARNINGS PER SHARE                                                 2.84            2.11            1.07              0.82
                                                        ==================================================================
TOTAL SHARES OUTSTANDING                                      1,272,248       1,266,997       1,272,248         1,266,997
                                                        ==================================================================
   (ADJUSTED FOR 50% STOCK DIVIDEND)
</TABLE>
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE  NINE  MONTHS ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
                                                                                             UNREALIZED
                                                                                             APPRECIATION
                                                                      ADDITONAL              (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 $10,059,806 $2,458,255   $29,684,804
net income for the nine months ended
     September 30, 1996                                                           3,605,698                 3,605,698
Dividends declared and paid                                                        (877,692)                 (877,692)
Net change in unrealized gain on martetable 
     equity securities                                                                        (1,030,122)  (1,030,122)
Stock options exercised                                         9,090      20,839                              29,929
                                                        ---------------------------------------------------------
Balance, September 30, 1996                               $12,722,480  $4,474,192 $12,787,812 $1,428,133  $31,412,617
                                                        =============================================================
</TABLE>

PENNS WOODS BANCORP, INC.                                                   
CONSOLIDATED STATEMENT                             
OF CASH FLOWS                     
FOR THE QUARTERS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995               
<TABLE>
<CAPTION>                                                                
                                                                        SEPTEMBER 30,   SEPTEMBER 30,
                                                                        1996            1995
                                                                        --------------------------------
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                                 $3,605,698      $2,674,746
  Adjustments to reconcile net income to net cash
  provided by operating activities
            Depreciation                                                        256,194         258,412
            Provision for loan losses                                            84,000         300,015
            Amortization of investment security premiums                         14,603          29,761
            Accretion of investment security discounts                          (42,840)        (82,407)
            Securities gains                                                   (688,300)       (887,063)
            Salary expense recognized in relation to exercise of
               stock options                                                          0          74,265
            Increase in all other assets                                        177,457        (851,178)
            Increase (decrease) in all other liabilities                       (446,610)      1,391,966
                                                                        --------------------------------
                 Net cash provided by operating activities                    2,960,202       2,908,517
                                                                        --------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of securities available-for-sale                                 (36,002,645)    (32,560,319)
  Proceeds from sale of securities available-for-sale                        21,980,284      34,408,708
  Purchase of securities held-to-maturity                                      (647,599)        (50,000)
  Proceeds from calls and maturities of securities held-to-maturity             862,071       4,934,931
  Net increase in loans                                                      (6,255,468)     (3,429,145)
  Decrease in foreclosed assets                                                 532,650        (633,773)
  Acquisition of bank premises and equipment                                    (84,919)       (367,062)
                                                                        --------------------------------
                 Net cash provided by (used in) investing activities        (19,615,626)      2,303,340
                                                                        --------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in interest-bearing deposits                                  (1,408,037)      5,113,517
  Net  increase in noninterest-bearing deposits                                 238,642         900,388
  Net increase (decrease) in sec. sold under repurch. agree.                    622,848         524,470
  Increase (decrease)  in other borrowed funds                               12,360,000      (7,170,000)
  Repayment of long-term borrowings                                                   0      (7,000,000)
  Dividends paid                                                               (877,692)       (756,142)
  Stock options exercised                                                        29,929               0
                                                                        --------------------------------
                 Net cash (used in) provided by financing activities         10,965,690      (8,387,767)
                                                                        --------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         (5,689,734)     (3,175,910)
CASH AND CASH EQUIVALENTS, BEGINNING                                         14,853,649      12,025,441
                                                                        --------------------------------
CASH AND CASH EQUIVALENTS, ENDING                                            $9,163,915      $8,849,531
                                                                        ================================



</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 nine months ended September 30, 1996,  
            total  interest income increased by $779,420
            or 5.59% compared to the same period in 1995. 
            This increase is due to a slight increase
            of $66,677 in interest and fees on loans,
            an increase in total interest and dividends
            on investments of $818,562 and a $105,819
            decrease in income on federal funds sold. 

            The slight increase in interest and fees on
            loans of $66,677 was primarily due to an
            increase in loan volume during this period
            of $6,218,764.  The decrease in interest on
            federal funds sold of $105,819 was due to a
            decrease in the amount of funds sold.
            Interest and dividends on investments
            increased primarily due to an increase in
            taxable interest of $660,153 and a slight
            increase in nontaxable interest on
            investments of $76,259. In addition, there
            was an increase in dividend income of
            $82,150 due to an increase of holdings in
            the equity portfolio.  

         Interest Expense

            For the nine months ended September 30, 1996,
            total interest expense increased $207,103 or
            3.57% over the same period in 1995.  This
            increase can be attributed to the interest paid
            on interest-bearing deposits due to the volume 
            of deposits held during the first nine months  
            of 1996 compared to the volume held during the 
            first nine months of 1995.

         Provision for Loan Losses

            The provision for losses for the nine
            months ended September 30, 1996 decreased
            $216,015 from the corresponding period in
            1995.  This decrease reflects a decline in
            anticipated losses on small business loans
            for the first nine months of 1996 and the
            fiscal year.

            As of the third quarter of 1996, charge offs
            exceeded recoveries by $36,000 compared to
            the third quarter of 1995 when charge offs
            exceeded recoveries by $64,000.  Provisions
            to date total $84,000 as compared to 
            provisions through September 30, 1995 of
            $300,015.

            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 any 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 .61 times at September 30, 1996 an
            improvement  in coverage from the .76 times at 
            December 31, 1995.   The decrease in 
            non-performing loans occurred throughout the 
            entire 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 nine months
            ended September 30, 1996 decreased $101,387 or
            6.22% from the same time period in 1995. 
            This decrease is due to the net effect of
            an increase in service charges collected of
            $66,953, a decrease in securities gains
            realized of $198,763 and an increase in
            other income of $30,423. 

            The increase in service charges  was
            a result of an increase in service charges
            collected on deposit accounts.  Gains taken
            on the sale of two foreclosed assets during the
            second quarter of 1996 was the contributing
            factor to the increase in other income.  The
            primary decrease in other operating income
            was due to the decline in securities gains
            recognized of $198,763.  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 nine months ended September 30, 1996
            total other operating expenses decreased $651,457         
            or 11.02% over the same period in 1995.
   
            Employee salaries and benefits
            decreased $423,527.  When comparing the
            amount of salaries and employee benefits
            expense incurred during the first nine months
            of 1996 to the same period in 1995, it should 
            be noted that in the first quarter of 1995, 
            salaries  and employee benefits was charged 
            to satsify the terms of two Lock Haven Savings
            Bank executives' employment agreements in
            connection with the merger.  This expense did 
            not reoccur in 1996, therefore, this reduction,
            netted with increases in salary levels, accounts 
            for the overall $423,527 decrease in salaries
            and employee benefits.

            Occupancy expense decreased $3,318 and 
             furniture and equipment expense decreased
             $98,638.  The minimal decrease in occupancy
             expense is the net result of an increase in the amount
             of maintenance and repairs expense incurred 
             and a decrease in rental 
             expense due to the expiration of the lease for
             one of the branch offices that was closed after
             the merger with Lock Haven Savings Bank in
             April, 1995.

             The $98,638 decrease in furniture and 
             equipment expense can be attributed to the 
             closing of two branch offices after the merger.

            For the nine months ended September 30, 1996
            total other operating expenses decreased $651,457
            or 11.02% 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 $125,974.  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 reoccur during 
            the first quarter of 1996.  This reduction 
            coupled with an increase in FDIC expense,
            due to a Special Assessment on SAIF-
            assessable deposits called for under the
            recently enacted "Deposit Insurance Funds 
            Act of 1996", are the primary factors contributing 
            to the $125,974 decrease in other expenses.

         Provision for Income Taxes

            Provision for income taxes for the nine
            months ended September 30, 1996 resulted in an
            effective income tax rate of 26.43%
            compared to 24.93% for the corresponding
            period in 1995.  The increase noted is
            primarily a result of an increase in taxable
            interest on investments, a reduction in the provision
            for loan losses and lower operating expenses.



         ASSET/LIABILITY MANAGEMENT

         Assets

           At September 30, 1996, cash, federal funds sold,
           and investment securities totalled
           $90,266,965, or a net increase of $7,273,901
           over the corresponding balance at December
           31, 1995.  Investment securities increased,
           $12,963,635, while cash and federal funds
           sold decreased $5,119,734 and $570,000, 
           respectfully.  During this period, net loans 
           increased by $6,171,468 to $157,458,629.

           The purchase of agency  and municipal 
           securities accounts for the increase in 
           investment securities from December 31, 1995
           to September 30, 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
           $2,400,620 at September 30, 1996, an increase of
           $47,296 over the balance at December 31,
           1995.  For the nine months ended September 30,
           1996, the provision for loan losses totalled
           $84,000.  As a percent of loans, the
           allowance for loan losses at September 30, 1996
           totalled 1.50% versus 1.53% at December 31,
           1995.

           Loans accounted for on a non-accrual basis
           totalled $938,000 and $1,009,000 at September 
           30, 1996 and December 31, 1995 respectively.

           Accruing loans, contractually delinquent 90
           days or more were $517,000 at September 30,
           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 .61
           times at Sepember 30, 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 September 30, 1996, the balance of other real
           estate was $410,458 compared to $943,108 at
           December 31, 1995.  Two properties were 
           transferred into the account during the first 
           quarter of 1996, and one property was transferred
           into the account during the third quarter.  In addition,
           three properties that were on the books at
           December 31, 1995, were sold during the first
           six months of 1996.


         Deposits

           At September 30, 1996 total deposits amounted to
           $201,088,206 representing a decrease of
           $1,169,395 or a .58% decrease from total
           deposits at December 31, 1995.

         Other Liabilities

           At September 30, 1996, other liabilities
           totalled $3,109,840 or a $313,377 decrease
           over the balance at December 31, 1995. This
           decrease is primarily due to a decrease in 
           accrued taxes and accrued expenses.


           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 September 30, 1996, regulatory capital to
           total assets was 12.28% compared to 12.23%
           at December 31, 1995.  Primary capital to
           total assets at September 30, 1996 was 13.22%
           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 18.93% and the
           total capital ratio to total risk weighted
           assets ratio is 20.18%.

          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,  70% maximum

            2.  Net Loans to Total Deposits, 85% maximum

            3.  Net Loans to Core Deposits, 90% maximum

            4.  Investments to Total Assets, 40% maximum

            5.  Investments to Total Deposits, 50% maximum

            6.  Total Liquid Assets to Total Assets, 25% minimum

            7.  Total Liquid Assets to Total Liabilities, 25% minimum

            8.  Volatility Liability Dependence Ratio, 10% maximum


        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 $15,509,900  from correspondent banks.
        In addition, the Bank has an agreement with the Federal Home Loan
        Bank of Pittsburgh that enables the Bank to receive advances up to 
        $76,216,000 for terms of 1 to 120 days under the Federal Home Loan
        Bank's "Repo Plus" credit program.  All of the funding mentioned is 
        available to the Bank, should the need for short-term funds arise.

        The following table sets forth the Bank's interest rate
        sensitivity as of September 30, 1996:
<TABLE>
<CAPTION>

                                           AFTER ONE      AFTER THREE        AFTER
                             WITHIN        BUT WITHIN      BUT WITHIN         FIVE
                             ONE YEAR     THREE YEARS      FIVE YEARS        YEARS

<S>                       <C>           <C>             <C>             <C>
Earning assets: (1) (2)
   Investment securities (      $                 $             $                $           42,512

   Loans  (2)                    72,670          37,948          35,393          16,076
                          --------------------------------------------------------------
Total earnings assets            81,420          53,733          45,116          58,588

Interest bearing liabilities:
   Deposits (3)                  87,904          48,964          19,724          17,003
   Borrowings                    18,020             370             270           2,627
                          --------------------------------------------------------------
Total interest bearing lia      105,924          49,334          19,994          19,630

Net non-interest bearing 
   funding (4)                    7,705          11,733           8,429          16,108
                          --------------------------------------------------------------
Total net funding sources       113,629          61,067          28,423          35,738

Excess assets (liabilities      (32,209)         (7,334)         16,693          22,850
Cumulative excess
   assets (liabilities)         (32,209)        (39,543)        (22,850)              -

<FN>
   (1) Investment balances reflect estimated prepayments
         on mortgage-backed securities.

   (2) Loan balances include annual repayment assumptions
         based on projected cash flow from the loan portfolio.
         The cash flow projections are based on the terms of
          the credit facilities and estimated prepayments on 
          fixed rate mortgage loans.  Loans include loans held
          for resale.

   (3) Adjustments to the interest sensitivity of Savings,
         NOW and MMDA account balances reflect managerial
         assumptions based on historical experience, 
         expected behavior in future rate environments and 
         JSSB's positioning for these products.

   (4) Net non-interest bearing funds is the sum of non-interest
         bearing liabilities and shareholders' equity minus
         non-interest earning assets and reflect managerial
         assumptions as to the appropriate investment
         maturities for these sources.
</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.  Reports: No reports on Form 8-K were filed in the third 
         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:       November  13, 1996
                                        --------------------------------
                                        Theodore H. Reich, President

Date:       November 13, 1996
                                        --------------------------------
                                        Sonya E. Hartranft, Secretary

      

            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 9/30/96

                                              LESS          FRACTION            
                SHARES                     FRACTIONAL          OF           WEIGHTED
DATE         OUTSTANDING   RESTATEMENT       SHARES           YEAR           SHARES
- ----------------------------------------------------------------------------------------
<S>         <C>           <C>                           <C>             <C>
1/01/96-1/03    1,271,339       -              -             3/274               13,920
1/04/96-6/02    1,271,528       -              -            151/274             700,732
6/03/96-6/10    1,271,903       -              -             8/274               37,136
6/11/96-9/30    1,272,248       -              -            112/274             520,043

  WEIGHTED SHARES OUTSTANDING  9/30/96                                        1,271,831
                                                                        ================
<CAPTION>

<S>                                     <C>                             <C>
NET INCOME 9/30/96                           $3,605,698
WEIGHTED SHARES OUTSTANDING  9/30/96          1,271,831
EARNINGS PER SHARE 9/30/96                                                        $2.84
                                                                        ================
<CAPTION>

STATEMENT OF COMPUTATION OF EARNING PER SHARE
FOR THE PERIOD ENDED 9/30/95

                                              LESS          FRACTION            
                SHARES                     FRACTIONAL          OF           WEIGHTED
DATE         OUTSTANDING   RESTATEMENT       SHARES           YEAR           SHARES
- ----------------------------------------------------------------------------------------
<S>         <C>           <C>           <C>             <C>             <C>
1/01/95-8/31      844,612           1.5              40     243/273           1,127,660
9/01/95-9/30    1,267,964                                    30/273             139,337

WEIGHTED SHARES OUTSTANDING 9/30/95                                           1,266,997
                                                                        ================
<CAPTION>

<S>                                     <C>                             <C>
NET INCOME 9/30/95                           $2,674,746
WEIGHTED SHARES OUTSTANDING  9/30/95          1,266,997
EARNINGS PER SHARE 9/30/95                                                        $2.11
                                                                        ================


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000        
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                            9127
<INT-BEARING-DEPOSITS>                              37
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      78493
<INVESTMENTS-CARRYING>                            2610
<INVESTMENTS-MARKET>                                 0
<LOANS>                                         159859
<ALLOWANCE>                                       2401
<TOTAL-ASSETS>                                  157459
<DEPOSITS>                                      201088
<SHORT-TERM>                                     20113
<LIABILITIES-OTHER>                               3110
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                         12722
<OTHER-SE>                                       18690
<TOTAL-LIABILITIES-AND-EQUITY>                  255723
<INTEREST-LOAN>                                  11042
<INTEREST-INVEST>                                 3652
<INTEREST-OTHER>                                    25
<INTEREST-TOTAL>                                 14719
<INTEREST-DEPOSIT>                                5613
<INTEREST-EXPENSE>                                 392
<INTEREST-INCOME-NET>                             8714
<LOAN-LOSSES>                                       84
<SECURITIES-GAINS>                                 688
<EXPENSE-OTHER>                                   5258
<INCOME-PRETAX>                                   4901
<INCOME-PRE-EXTRAORDINARY>                        4901
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      3606
<EPS-PRIMARY>                                     2.84
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                        938
<LOANS-PAST>                                       517
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                  2353
<CHARGE-OFFS>                                      182
<RECOVERIES>                                       146
<ALLOWANCE-CLOSE>                                 2401
<ALLOWANCE-DOMESTIC>                              2401
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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