PENNS WOODS BANCORP INC
10-Q, 1996-08-12
STATE COMMERCIAL BANKS
Previous: EQUITEX INC, 4, 1996-08-12
Next: CINCINNATI MILACRON INC /DE/, 8-K/A, 1996-08-12






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 June 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, 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 June 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
                                                                       June 30,   December 31,
                                                                         1996        1995
                                                                -----------------------------
<S>                                                             <C>           <C>   
ASSETS:
  Cash and due from banks                                         $8,552,900    14,283,649
  Investment securities available-for-sale                        77,661,239    65,322,241
  Investment Securities held-to-maturity                           2,676,603     2,817,174
  Federal funds sold                                                       0       570,000
  Loans, net of unearned discount                                156,765,781   153,640,485
  Allowance for loan losses                                       (2,425,012)   (2,353,324)
                                                                  
            Loans, net                                           154,340,769   151,287,161

  Bank premises and equipment                                      3,905,298     3,808,885
  Foreclosed assets held for sale                                    375,458       943,108
  Accrued interest receivable                                      1,611,075     1,717,616
  Other assets                                                     3,688,820     1,878,740
                                                                ---------------------------
            TOTAL ASSETS                                        $252,812,162  $242,628,574
                                                                ===========================

LIABILITIES:  
  Demand Deposits                                                $29,237,716    27,178,753         
  Interest-bearing demand deposits                                36,674,868    37,155,122   
  Savings deposits                                                46,230,106    45,019,071
  Time deposits                                                   92,551,456    92,904,655
                                                                ---------------------------
            Total deposits                                      $204,694,146  $202,257,601

  Federal funds purchased                                         $5,740,000            $0
  Securities sold under repurchase agreements                      7,280,018     6,344,111
  Accrued interest payable                                           909,982       918,841
  Other liabilities                                                4,519,319     3,423,217  
                                                                ---------------------------
            Total liabilities                                   $223,143,465  $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 June 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                                               11,748,437    10,059,806
  Net unrealized gain (loss) on securities
            available for sale                                       723,588     2,458,255
                                                                ---------------------------
            Total shareholders' equity                           $29,668,697   $29,684,804
                                                                ---------------------------
            TOTAL LIABILITIES AND
            SHAREHOLDERS' EQUITY                                $252,812,162  $242,628,574
                                                                ===========================
</TABLE>
<TABLE>
<CAPTION>
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIODS INDICATED                                                                        


                                                         SIX MONTHS   SIX MONTHS    QUARTER          QUARTER
                                                           ENDED         ENDED        ENDED           ENDED
                                                       June 30, 1996 June 30, 1995 June 30,1996   June 30, 1995
                                                       --------------------------------------------------------
<S>                                                    <C>           <C>          <C>               <C>
INTEREST INCOME:
  Interest and fees on loans                              $7,273,763   $7,207,776 $3,633,657        $3,654,450
  Interest and dividends on investments:               --------------------------------------------------------
            Taxable interest                               1,610,098    1,139,152    877,136           516,320
            Nontaxable interest                              511,554      562,189    247,309           277,362
            Dividends                                        248,766      199,457    127,182           110,012
                                                       --------------------------------------------------------
            Total interest and dividends
            on investments                                 2,370,418    1,900,798  1,251,627           903,694
            Interest on Federal funds sold                    25,331       66,362      2,542            66,245
                                                       --------------------------------------------------------
            Total interest income                          9,669,512    9,174,936  4,887,826         4,624,389
                                                       --------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                     3,758,864    3,485,010  1,861,576         1,813,702
  Interest on Federal funds purchased                         37,671       65,265     36,851            10,102
  Interest on securities sold under 
     repurchase agreements                                   151,074       84,848     79,340            41,291
  Interest on other borrowings                                     0      195,668          0            85,033
                                                       --------------------------------------------------------
            Total interest expense                         3,947,609    3,830,791  1,977,767         1,950,128
                                                       --------------------------------------------------------
  Net interest income                                      5,721,903    5,344,145  2,910,059         2,674,261
  Provision for loan losses                                   63,000      200,010     21,000           100,005
                                                       --------------------------------------------------------
  Net interest income after provision for
  loan losses                                              5,658,903    5,144,135  2,889,059         2,574,256
                                                       --------------------------------------------------------
OTHER OPERATING INCOME:
  Service charges                                            408,056      357,120    205,856           185,398
  Securities gains                                           290,524      565,652    254,047           282,786
  Other income                                               158,127      131,491     97,833            66,002
                                                       --------------------------------------------------------
            Total other operating income                     856,707    1,054,263    557,736           534,186
                                                       --------------------------------------------------------
OTHER OPERATING EXPENSES:
  Salaries and employee benefits                           1,777,326    2,258,365    903,454         1,280,608
  Occupancy expense, net                                     247,045      245,437    116,631           109,685
  Furniture and equipment expense                            232,271      367,032    104,148           220,571
  Other expenses                                           1,250,935    1,351,008    623,282           603,429
                                                       --------------------------------------------------------
            Total other operating expenses                 3,507,577    4,221,842  1,747,515         2,214,293
                                                       --------------------------------------------------------
INCOME BEFORE TAXES                                        3,008,033    1,976,556  1,699,280           894,149
INCOME TAX PROVISION                                         759,772      343,064    433,447            53,991
                                                       --------------------------------------------------------
NET INCOME                                                $2,248,261   $1,633,492 $1,265,833          $840,158
                                                       ========================================================
EARNINGS PER SHARE                                              1.77         1.29       1.00              0.66
                                                       ========================================================
TOTAL SHARES OUTSTANDING                                   1,271,620    1,266,878  1,271,620         1,266,878
                                                       ========================================================
   (ADJUSTED FOR 50% STOCK DIVIDEND)
</TABLE>
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE  SIX  MONTHS ENDED JUNE 30, 1996
<TABLE>
<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   $10,059,806       $2,458,255    $29,684,804

Net income for the six months ended
     June 30, 1996                                                               2,248,261                       2,248,261
Dividends declared and paid                                                       (559,630)                       (559,630)
Net change in unrealized gain on marketable 
     equity securities                                                                           (1,734,667)    (1,734,667)
Stock options exercised                                   9,090       20,839                                        29,929
                                                  -------------------------------------------------------------------------
Balance, June 30, 1996                              $12,722,480   $4,474,192   $11,748,437         $723,588    $29,668,697
                                                  =======================================================================
</TABLE>
<TABLE>
<CAPTION>
PENNS WOODS BANCORP, INC.                                                                     
CONSOLIDATED STATEMENT                                                                        
OF CASH FLOWS                                                                                 
FOR THE QUARTERS ENDED JUNE 30, 1996 AND JUNE 30, 1995                                        

                                                                                     
                                                                    JUNE 30,       JUNE 30,
                                                                      1996           1995
                                                                  ------------------------
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                        $2,248,261    $1,633,492
  Adjustments to reconcile net income to net cash
  provided by operating actvities
            Depreciation                                               202,324       170,811
            Provision for loan losses                                   63,000       200,010
            Amortization of investment security premiums                 9,590        23,225
            Accretion of investment security discounts                 (27,435)      (52,360)
            Securities gains                                          (290,524)     (565,652)
            Salary expense recognized in relation to exercise of
               stock options                                                 0        37,883
            Increase in all other assets                              (509,923)     (402,068)
            Increase (decrease) in all other liabilities             1,087,243       824,985
                                                                  ---------------------------
                 Net cash provided by operating activities           2,782,536     1,870,326
                                                                  ---------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of securities available-for-sale                        (24,803,603)  (19,074,901)
  Proceeds from sale of securities available-for-sale               10,137,260    31,705,476
  Purchase of securities held-to-maturity                             (647,599)      (50,000)
  Proceeds from calls and maturities of securities held-to-maturity    795,601     3,817,458
  Net increase in loans                                             (3,116,608)   (3,431,806)
  Decrease in foreclosed assets                                        567,650       200,725
  Acquisition of bank premises and equipment                          (298,737)     (330,089)
                                                                    -------------------------
               Net cash provided by (used in) investing activities (17,366,036)   12,836,863
                                                                    -------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in interest-bearing deposits                            377,582     4,991,853
  Net  increase in noninterest-bearing deposits                      2,058,963     3,993,324
  Net increase (decrease) in sec. sold under repurch. agree.           935,907    (1,283,650)
  Increase (decrease)  in other borrowed funds                       5,740,000    (7,170,000)
  Repayment of long-term borrowings                                          0    (7,000,000)
  Dividends paid                                                      (559,630)     (475,869)
  Stock options exercised                                               29,929             0
                                                                  ---------------------------
              Net cash (used in) provided by financing activities    8,582,751    (6,944,342)
                                                                  ---------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (6,000,749)    7,762,847
CASH AND CASH EQUIVALENTS, BEGINNING                                14,853,649    12,025,441
                                                                  ---------------------------
CASH AND CASH EQUIVALENTS, ENDING                                   $8,852,900   $19,788,288
                                                                  ===========================



</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 six months ended June 30, 1996,  
            total  interest income increased by $494,576
            or 5.39% compared to the same period in 1995. 
            This increase is due to a slight increase
            of $65,987 in interest and fees on loans,
            an increase in total interest and dividends
            on investments of $469,620 and a $41,031
            decrease in income in federal funds sold. 

            The slight increase in interest and fees on
            loans of $65,987 was primarily due to an
            increase in loan volume during this period
            of $3,125,296.  The decrease in interest on
            federal funds sold of $41,031 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 $470,946 and a slight
            decrease in nontaxable interest on
            investments of $50,635. In addition, there
            was an increase in dividend income of
            $49,309 due to an increase of holdings in
            the equity portfolio.  

         Interest Expense

            For the six months ended June 30, 1996,
            total interest expense increased $116,818 or
            3.05% over the same period in 1995.  This
            increase can be attributed to the interest paid
            on interest-bearing deposits due to the 
            $377,582 increase in volume.


         Provision for Loan Losses

            The provision for losses for the six
            months ended June 30, 1996 decreased
            $137,010 from the corresponding period in
            1995.  This decrease reflects a decline in
            anticipated losses on small business loans
            for the first six months of 1996 and the
            fiscal year.

            As of the first quarter of 1996, recoveries
            exceeded charge offs by $9,000 compared to
            the second quarter of 1995 when recoveries
            exceeded charege offs by $3,000.  Provisions
            to date total $63,000 as compared to
            provisions through June 30, 1995 of
            $200,010.

            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 .85 times at June 30, 1996 a
            decline 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 six months
            ended June 30, 1996 decreased $197,556 or
            18.74% from the same time period in 1995. 
            This decrease is due to the net effect of
            an increase in service charges collected of
            $50,936, a decrease in securities gains
            of $275,128 and an increase in
            other income of $26,636. 

            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 $275,128.  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 six months ended June 30, 1996
            total operating expenses decreased $714,265
            or 16.92% 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 $100,073.  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 in other
            operating expense coupled with an increase
            in ORE expenses, are the primary factors
            contributing to the $100,073 decrease
            in other expense.


            In addition, employee salaries and benefits
            decreased $481,039.  When comparing the
            amount of salaries and employee benefits
            expense incurred during the first six 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 $481,039 decrease in salaries
            and employee benefits.

            Occupancy expense increased $1,608 and 
            furniture and equipment expense decreased
            $134,761.  The minimal increase in occupancy
            expense is a result of an increase in the amount
            of maintenance and repairs expense incurred 
            due to renovations, 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 $134,761 decrease in furniture and 
            equipment expense can be attributed to the 
            closing of two branch offices after the merger.


         Provision for Income Taxes

            Provision for income taxes for the six
            months ended June 30, 1996 resulted in an
            effective income tax rate of 25.26%
            compared to 22.23% for the corresponding
            period in 1995.  The increase noted is
            primarily a result of an increase in taxable
            interest and a decrease in nontaxable interest
            on investments.


         ASSET/LIABILITY MANAGEMENT

         Assets

           At June 30, 1996, cash, federal funds sold,
           and investment securities totalled
           $88,890,742, or a net increase of $5,897,678
           over the corresponding balance at December
           31, 1995.  Investment securities increased,
           $12,198,427, while cash and federal funds
           sold decreased $5,730,749 and $570,000, 
           respectfully.  During this period, net     
           loans increased by $3,053,608 to $154,340,769.

           The purchase of agency  and municipal 
           securities accounts for the increase in 
           investment securities from December 31, 1995
           to June 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
           $2,425,012 at June 30, 1996, an increase of
           $71,688 over the balance at December 31,
           1995.  For the six months ended June 30,
           1996, the provision for loan losses totalled
           $63,000.  As a percent of loans, the
           allowance for loan losses at June 30, 1996
           totalled 1.55% versus 1.53% at December 31,
           1995.

           Loans accounted for on a non-accrual basis
           totalled $1,051,000 and $1,009,000 at June 
           30, 1996 and December 31, 1995 respectively.

           Accruing loans, contractually delinquent 90
           days or more were $1,022,000 at June 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 .85
           times at June 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 June 30, 1996, the balance of other real
           estate was $375,458 compared to $943,108 at
           December 31, 1995.  During the first quarter
           of 1996, two properties were transferred into 
           the account.  In addition, three properties that 
           were on the books at December 31, 1995, 
           were sold during the first six months of 1996.


         Deposits

           At June 30, 1996 total deposits amounted to
           $204,694,146 representing an increase of
           $2,436,545 or a 1.20% increase over total
           deposits at December 31, 1995.

         Other Liabilities

           At June 30, 1996, other liabilities
           totalled $4,519,319 or a $1,096,102 increase
           over the balance at December 31, 1995. This
           increase is primarily due to an increase 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 June 30, 1996, regulatory capital to
           total assets was 11.74% compared to 12.23%
           at December 31, 1995.  Primary capital to
           total assets at June 30, 1996 was 12.69%
           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 18.39% and the
           total capital ratio to total risk weighted
           assets ratio is 19.64%.

          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 $15,509,900 from correspondent banks
        should the need for short-term funds arise.
        
        The following table sets forth the Bank's interest rate
        sensitivity as of June 30, 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)         $68,095         $31,364       $30,967     $105,627
Interest-bearing 
  liabilities (3)              129,377          58,570           444           85
                         ---------------------------------------------------------

Gap:
   By period                   (61,282)        (27,206)       30,523      105,542
   By cumulative               (61,282)        (88,488)      (57,965)      47,577
                         ---------------------------------------------------------
Earning assets:
   Investments (1)             $17,881          $2,782        $4,636      $55,039
   Loans (2)                    50,214          28,582        26,331       50,588

Interest-bearing
liabilities: (3)
   Interest-bearing 
   deposits                   $118,634         $56,293          $444          $85
<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.  Reports:  No reports on Form 8-K were filed in the second 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:  August 9, 1996
                                                       --------------
                                                       

Date:  August 9, 1996  
                                                       --------------


      

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 6/30/96

                                             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       -              -            3/182           20,956
1/04/96-6/02   1,271,528       -              -           151/182       1,054,949
6/03/96-6/10   1,271,903       -              -            8/182           55,908
6/11/96-6/30   1,272,248       -              -            20/182         139,807
                                                                     ------------               
  WEIGHTED SHARES OUTSTANDING  6/30/96                                  1,271,620
                                                                     =============
<CAPTION>

<S>                                    <C>                           <C>
NET INCOME 6/30/96                          $2,248,261
                                            ----------
WEIGHTED SHARES OUTSTANDING  6/30/96         1,271,620
EARNINGS PER SHARE 6/30/96                                                  $1.77
                                                                     =============
<CAPTION>

STATEMENT OF COMPUTATION OF EARNING PER SHARE
FOR THE PERIOD ENDED 6/30/95

                                             LESS         FRACTION          
               SHARES                     FRACTIONAL         OF        WEIGHTED
DATE         OUTSTANDING  RESTATEMENT       SHARES          YEAR        SHARES
- ----------------------------------------------------------------------------------
<S>         <C>          <C>           <C>             <C>           <C>
1/01/95-6/30     844,612           1.5              40    181/181       1,266,878
                                                                     =============

<CAPTION>

<S>                                    <C>                           <C>
NET INCOME 6/30/95                           1,633,492
WEIGHTED SHARES OUTSTANDING  6/30/95         1,266,878
EARNINGS PER SHARE 6/30/95                                                  $1.29
                                                                     =============
</TABLE>


<TABLE> <S> <C>

<ARTICLE>                                           9
<MULTIPLIER>                                    1,000
       
<S>                                        <C>
<PERIOD-TYPE>                                    6-MOS        
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996     
<PERIOD-END>                               JUN-30-1996
<CASH>                                           8,533
<INT-BEARING-DEPOSITS>                              20
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     77,661
<INVESTMENTS-CARRYING>                           2,677
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        156,766
<ALLOWANCE>                                      2,425
<TOTAL-ASSETS>                                 252,812
<DEPOSITS>                                     204,694
<SHORT-TERM>                                    13,930
<LIABILITIES-OTHER>                              4,519
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                        12,722
<OTHER-SE>                                      16,947
<TOTAL-LIABILITIES-AND-EQUITY>                 252,812
<INTEREST-LOAN>                                  7,274
<INTEREST-INVEST>                                2,371
<INTEREST-OTHER>                                    25
<INTEREST-TOTAL>                                 9,670
<INTEREST-DEPOSIT>                               3,759
<INTEREST-EXPENSE>                                 189
<INTEREST-INCOME-NET>                            5,722
<LOAN-LOSSES>                                       63
<SECURITIES-GAINS>                                 291
<EXPENSE-OTHER>                                  3,508
<INCOME-PRETAX>                                  3,008
<INCOME-PRE-EXTRAORDINARY>                       3,008
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,248
<EPS-PRIMARY>                                     1.77
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                      1,051
<LOANS-PAST>                                     1,022
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 2,353
<CHARGE-OFFS>                                      104
<RECOVERIES>                                       113
<ALLOWANCE-CLOSE>                                2,425
<ALLOWANCE-DOMESTIC>                             2,425
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission