PENNS WOODS BANCORP INC
10-Q, 1997-05-13
STATE COMMERCIAL BANKS
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secQ397
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, 1997       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 March 31, 1997 there were 1,277,298 shares of the
Registrant's common stock outstanding.

PART  I  FINANCIAL STATMENTS
<TABLE>
<CAPTION>

PENNS WOODS BANCORP, INC.
CONSOLIDATED BALANCE SHEET
AT DATES INDICATED
                                                                           March 31,      December 31,
                                                                              1997            1996
                                                                        --------------------------------
<S>                                                                        <C>             <C>
ASSETS:
  Cash and due from banks                                                    $8,403,194      $8,014,461
  Investment securities available-for-sale                                   82,080,979      81,272,404
  Investment Securities held-to-maturity                                      3,104,349       3,105,408
  Loans, net of unearned discount                                           163,010,479     162,266,721
  Allowance for loan losses                                                  (2,479,094)     (2,413,021)

            Loans, net                                                      160,531,385     159,853,700

  Bank premises and equipment                                                 3,614,704       3,614,924
  Foreclosed assets held for sale                                               332,954         252,710
  Accrued interest receivable                                                 1,712,947       1,676,206
  Other assets                                                                2,284,508       1,934,280
                                                                        --------------------------------
            TOTAL ASSETS                                                   $262,065,020    $259,724,093
                                                                        ================================

LIABILITIES:
  Demand Deposits                                                           $30,606,513     $28,956,182
  Interest-bearing demand deposits                                           36,221,097      38,122,803
  Savings deposits                                                           45,209,001      45,381,900
  Time deposits                                                              99,973,888      90,555,626
                                                                        --------------------------------
            Total deposits                                                 $212,010,499    $203,016,511

  Federal funds purchased                                                             0      14,490,477
  Securities sold under repurchase agreements                                11,781,564       5,628,067
  Accrued interest payable                                                      837,936         884,096
  Other Liabilities                                                           2,825,379       2,148,305
            Total liabilities                                           --------------------------------
                                                                           $227,455,378    $226,167,456
                                                                        --------------------------------
SHAREHOLDERS' EQUITY:
  Common stock, par value $10 per share,
            10,000,000 shares authorized;
            1,277,298 shares issued and outstanding 
            at March 31, 1997 and December 31, 1996                         $12,772,980     $12,772,980
  Additional paid-in capital                                                  4,558,910       4,558,910
  Retained earnings                                                          15,499,810      13,873,040
  Net unrealized gain (loss) on securities
            available for sale                                                1,777,942       2,351,707
                                                                        --------------------------------
            Total shareholders' equity                                      $34,609,642     $33,556,637
                                                                        --------------------------------
            TOTAL LIABILITIES AND
            SHAREHOLDERS' EQUITY                                           $262,065,020    $259,724,093
                                                                        ================================
</TABLE>
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIODS INDICATED
<TABLE>
<CAPTION>

                                                          THREE MONTHS    THREE MONTHS      QUARTER          QUARTER
                                                             ENDED           ENDED           ENDED            ENDED
                                                         Mach 31, 1997   March 31, 1996  March 31, 1997   March 31, 1996
                                                        ------------------------------------------------------------------
<S>                                                         <C>             <C>             <C>               <C>
INTEREST INCOME:
  Interest and fees on loans                                 $3,818,782      $3,640,106      $3,818,782        $3,640,106
  Interest and dividends on investments:                ------------------------------------------------------------------
            Taxable interest                                    723,458         732,962         723,458           732,962
            Nontaxable interest                                 437,110         264,245         437,110           264,245
            Dividends                                           131,445         121,584         131,445           121,584
                                                        ------------------------------------------------------------------
            Total interest and dividends
            on investments                                    1,292,013       1,118,791       1,292,013         1,118,791
            Interest on Federal funds sold                            0          22,789               0            22,789
                                                        ------------------------------------------------------------------
            Total interest income                             5,110,795       4,781,686       5,110,795         4,781,686
                                                        ------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                        1,885,012       1,897,288       1,885,012         1,897,288
  Interest on Federal funds purchased                            99,069             820          99,069               820
  Interest on securities sold under 
     repurchase agreements                                       97,746          71,734          97,746            71,734
  Interest on other borrowings                                        0               0               0                 0
                                                        ------------------------------------------------------------------
            Total interest expense                            2,081,827       1,969,842       2,081,827         1,969,842
                                                        ------------------------------------------------------------------
  Net interest income                                         3,028,968       2,811,844       3,028,968         2,811,844
  Provision for loan losses                                      60,000          42,000          60,000            42,000
                                                        ------------------------------------------------------------------
  Net interest income after provision for
  loan losses                                                 2,968,968       2,769,844       2,968,968         2,769,844
                                                        ------------------------------------------------------------------
OTHER OPERATING INCOME:
  Service charges                                               200,531         202,200         200,531           202,200
  Securities gains                                            1,176,226          36,477       1,176,226            36,477
  Other income                                                   75,114          60,294          75,114            60,294
                                                        ------------------------------------------------------------------
            Total other operating income                      1,451,871         298,971       1,451,871           298,971
                                                        ------------------------------------------------------------------
OTHER OPERATING EXPENSES:
  Salaries and employee benefits                                947,460         873,872         947,460           873,872
  Occupancy expense, net                                        120,633         130,414         120,633           130,414
  Furniture and equipment expense                               149,235         128,123         149,235           128,123
  Other expenses                                                558,046         627,653         558,046           627,653
                                                        ------------------------------------------------------------------
            Total other operating expenses                    1,775,374       1,760,062       1,775,374         1,760,062
                                                        ------------------------------------------------------------------
INCOME BEFORE TAXES                                           2,645,465       1,308,753       2,645,465         1,308,753
INCOME TAX PROVISION                                            699,370         326,325         699,370           326,325
                                                        ------------------------------------------------------------------
NET INCOME                                                   $1,946,095        $982,428      $1,946,095          $982,428
                                                        ==================================================================
EARNINGS PER SHARE                                                 1.52            0.77            1.52              0.77
                                                        ==================================================================
TOTAL SHARES OUTSTANDING                                      1,277,298       1,271,522       1,277,298         1,271,522
                                                        ==================================================================

</TABLE>
PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE  THREE  MONTHS ENDED MARCH 31, 1997
<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, 1996                       $12,772,980      $4,558,910     $13,873,040        $2,351,707    $33,556,637

Net income for the three months ended
     March 31, 1997                                                                     1,946,095                        1,946,095
Dividends declared and paid                                                         (319,325)                        (319,325)
Net change in unrealized gain on marketable 
     equity securities                                                                                (573,765)      (573,765)
                                             ---------------------------------------------------------------------------------
Balance, March 31, 1997                          $12,772,980      $4,558,910     $15,499,810        $1,777,942    $34,609,642
                                             =================================================================================
</TABLE>

PENNS WOODS BANCORP, INC.                                                      
CONSOLIDATED STATEMENT                                                        
OF CASH FLOWS                                                        
FOR THE QUARTERS ENDED MARCH 31, 1997 AND MARCH 31, 1996      
<TABLE>
<CAPTION>                                                                                                
                                                                           MARCH 31,       MARCH 31,
                                                                              1997            1996
                                                                        --------------------------------
<S>                                                                         <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                                 $1,946,095        $982,427
  Adjustments to reconcile net income to net cash
  provided by operating activities
      Depreciation                                                               99,423         101,162
      Provision for loan losses                                                  60,000          42,000
      Amortization of investment security premiums                                5,871           4,607
      Accretion of investment security discounts                                (39,317)        (13,981)
      Securities gains                                                       (1,176,226)        (36,477)
      Increase in all other assets                                              (73,077)       (964,233)
      Increase (decrease) in all other liabilities                              612,598         844,565
                                                                        --------------------------------
                 Net cash provided by operating activities                    1,435,367         960,070
                                                                        --------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of securities available-for-sale                                 (14,877,284)    (10,658,639)
  Proceeds from sale of securities available-for-sale                        14,384,169         644,559
  Purchase of securities held-to-maturity                                             0        (493,895)
  Proceeds from calls and maturities of securities held-to-maturity              25,930         509,685
  Net increase in loans                                                        (737,685)      2,317,549
  Decrease in foreclosed assets                                                 (80,244)        290,093
  Acquisition of bank premises and equipment                                    (99,203)       (124,162)
                                                                        --------------------------------
                 Net cash provided by (used in) investing activities         (1,384,317)     (7,514,810)
                                                                        --------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in interest-bearing deposits                                   7,343,657       2,448,458
  Net  increase in noninterest-bearing deposits                               1,650,331         (50,993)
  Net increase (decrease) in sec. sold under repurch. agree.                  6,153,497          48,455
  Increase (decrease)  in other borrowed funds                              (14,490,477)              0
  Dividends paid                                                               (319,325)       (279,736)
  Stock options exercised                                                             0           1,261
                                                                        --------------------------------
                 Net cash (used in) provided by financing activities            337,683       2,167,445
                                                                        --------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            388,733      (4,387,295)
CASH AND CASH EQUIVALENTS, BEGINNING                                          8,014,461      14,853,649
                                                                        --------------------------------
CASH AND CASH EQUIVALENTS, ENDING                                            $8,403,194     $10,466,354
                                                                        ================================



</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, 1996.

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

      EARNINGS SUMMARY

         Interest Income

            For the three months ended March 31, 1997,  
            total  interest income increased by $329,109
            or 6.88% compared to the same period in 1996. 
            This increase is due to an increase of $178,676
            in interest and fees on loans, an increase in total
            interest and dividends on investments of 
            $173,222 and a $22,789 decrease in income
            on federal funds sold.

            The increase in interest and fees on
            loans of $178,676 was primarily due to 
            premiums received from the fourth quarter, 1996
            sales of student loans,  fees and late charges
            collected and also due to an increase in the
            loan volume during the first three months, ended
            March 31, 1997.  The decrease in interest on
            federal funds sold of $22,789 was due to a
            decrease in the amount of funds sold.
            Interest and dividends on investments
            increased primarily due to an increase in
            nontaxable interest of $172,865 and a slight
            decrease in taxable interest on
            investments of $9,504. In addition, there
            was an increase in dividend income of
            $9,861 due to an increase of holdings in
            the equity portfolio.  

         Interest Expense

            For the three months ended March 31, 1997
            total interest expense increased $111,985 or
            5.68% over the same period in 1996.  The
            increase in interest expense can be attributed
            to the interest paid on Federal funds purchased
            during the first two months of the quarter.  In 
            addition, there was an increase in the amount of 
            interest paid on securities sold under repurchase
            agreements due to the increase in volume
            of these accounts.

         Provision for Loan Losses

            The provision for losses for the three
            months ended March 31, 1997 increased
            $18,000 from the corresponding period in
            1996.  This increase reflects an anticipated
            rise in consumer loan losses throughout the
            remainder of the year.

            As of the first quarter of 1997, recoveries
            exceeded charge offs by $6,000 compared to
            the first quarter of 1996 when recoveries
            exceeded charge offs by $24,000.  Provisions
            to date total $60,000 as compared to 
            provisions through March 31, 1996 of
            $42,000.

            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 .37 times at March 31, 1997 an
            improvement  in coverage from the .42 times at 
            December 31, 1996.   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 three months
            ended March 31, 1997 increased $1,152,900.
            This increase is due to the net effect of a
            slight decrease in service charges collected of
            $1,669, an increase in securities gains
            realized of $1,139,749 and an increase in
            other income of $14,820. 

            The decrease in service charges  was
            a result of a decrease in service charges
            collected on deposit accounts.  A gain taken
            on the sale of a foreclosed asset during the
            first quarter of 1997 was the contributing
            factor to the increase in other income.  The
            primary increase in other operating income
            was due to the increase in securities gains
            recognized of $1,139,749.  Realized gains
            were on sales of bonds that were sold 
            in effort to better match the Bank's rate-sensitive
            assets and rate-sensitive liabilities given the
            current economic conditions.  In addition, gains
            were realized 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, 1997
            total other operating expenses increased $15,312
            or .87% over the same period in 1996. 

            Employee salaries and benefits
            increased $73,588 as a result of increases in 
            salary levels.

            Occupancy expense decreased $9,781 and 
             furniture and equipment expense increased
             $21,112.  The minimal decrease in occupancy
             expense is the result of a decrease in the amount
             of maintenance and repairs expense incurred. 

             The $21,112 increase in furniture and 
             equipment expense can be attributed to 
             an increase in the amount of repairs and
             maintenance incurred and also to an increase
             in depreciation.

            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 $69,607.  As compared 
            to the first quarter of 1996, FDIC Insurance 
            declined  considerably due to the decrease in
            the Bank's "Bank Insurance Fund" assessment 
            rate.  There was also a decrease in the amount 
            of repairs and maintenance expense on the
            foreclosed assets incurred during the first 
            quarter of 1997 compared to the same period in
            1996.  These savings, netted against increases 
            in other expenses, mainly legal, supplies and
            Pennsylvania Capital shares tax, account for 
            the $69,607 decrease in other expenses.

         Provision for Income Taxes

            Provision for income taxes for the three
            months ended March 31, 1997 resulted in an
            effective income tax rate of 26.44%
            compared to 24.93% for the corresponding
            period in 1996.  The increase noted is
            primarily a result of an increase in the amount
            of security gains included in taxable income.


         ASSET/LIABILITY MANAGEMENT

         Assets

           At March 31, 1997, cash 
           and investment securities totalled
           $93,588,522, or a net increase of $1,196,249
           over the corresponding balance at December
           31, 1996.  Investment securities increased,
           $807,516, while cash increased $388,733.
           During this period, net loans 
           increased by $677,685 to $160,531,385.

          The increase in investment securities from 
           December 31, 1996 to March 31, 1997 can be
           attributed to the net effect of various purchases
           and sales of investments during the first quarter
           with the main transactions being; purchases of
           United States Treasury Notes and agency
           securities, and sales of municipal securities.

           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
           $2,479,094 at March 31, 1997, an increase of
           $66,073  over the balance at December 31,
           1996.  For the three months ended March 31, 1997,
            the provision for loan losses totalled
           $60,000.  As a percent of loans, the
           allowance for loan losses at March 31, 1997
           totalled 1.52% versus 1.49% at December 31,
           1996.

           Loans accounted for on a non-accrual basis
           totalled $596,000 and $748,000 at March
           31, 1997 and December 31, 1996 respectively.

           Accruing loans, contractually delinquent 90
           days or more were $323,000 at March 31,
           1997 and $256,000 at December 31, 1996. 
           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 .37
           times at  March 31, 1997 and  .42  times at
           December 31, 1996.  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, 1997  the balance of other real
           estate was $332,954 compared to $252,710 at
           December 31, 1996.  Two properties were 
           transferred into the account during the first 
           quarter of 1997.  In addition, one property that
           was on the books at December 31, 1996 was sold
           during March of 1997.

         Deposits

           At  March 31, 1997  total deposits amounted to
           $212,010,499 representing an increase of
           $8,993,988 or a 4.43% increase from total
           deposits at December 31, 1996.

         Other Liabilities

           At March 31, 1997, other liabilities
           totalled $2,825,379 or a $677,074 increase
           over the balance at December 31, 1996. 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 March 31, 1997, regulatory capital to
           total assets was 13.21% compared to 12.92%
           at December 31, 1996.  Primary capital to
           total assets at March 31, 1997  was 14.15%
           compared to 13.85% at December 31, 1996.

           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 risk-based capital guidelines. 
           The Company's Tier 1 Capital to total risk
           weighted assets ratio is 20.42% and the
           total capital ratio to total risk weighted
           assets ratio is 21.67%.

          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 $8,000,000 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 $85,954,000 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 March 31, 1997:
<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      $                $               $               $ 48,568

   Loans (2)                     68,703          20,777          57,989          17,767
                          --------------------------------------------------------------
Total earning assets             74,181          27,710          75,834          66,335

 
   Deposits (3)                 109,030          22,250          49,088          14,466
   Borrowings                         0               0               0               0
                          --------------------------------------------------------------
Total interest bearing lia      109,030          22,250          49,088          14,466

Net non-interest bearing 
   funding (4)                    8,954           6,714          16,112          17,446
                          --------------------------------------------------------------
Total net funding sources       117,984          28,964          65,200          31,912

Excess assets (liabilities      (43,803)         (1,254)         10,634          34,423
Cumulative excess
   assets (liabilities)         (43,803)        (45,057)        (34,423)                       -

<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 first quarter 
         of 1997.


                     
 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:       May 13, 1997
                                        --------------------------------
                                        Theodore H. Reich, President

Date:       May 13, 1997
                                        --------------------------------
                                        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 3/31/97

                                              LESS          FRACTION            
                SHARES                     FRACTIONAL          OF           WEIGHTED
DATE         OUTSTANDING   RESTATEMENT       SHARES           YEAR           SHARES
- ----------------------------------------------------------------------------------------
<S>            <C>             <C>                          <C>              <C>
1/01/97-3/31    1,277,298       -              -             90/90            1,277,298

  WEIGHTED SHARES OUTSTANDING  3/31/97                                        1,277,298
                                                                        ================
<CAPTION>

<S>                                         <C>                                  <C>
NET INCOME 3/31/97                           $1,946,095
WEIGHTED SHARES OUTSTANDING  3/31/97          1,277,298
EARNINGS PER SHARE 3/31/97                                                        $1.52
                                                                        ================
<CAPTION>


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           8,368
<INT-BEARING-DEPOSITS>                              35
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     82,081
<INVESTMENTS-CARRYING>                           3,104
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        163,010
<ALLOWANCE>                                      2,479
<TOTAL-ASSETS>                                 262,065
<DEPOSITS>                                     212,011
<SHORT-TERM>                                    12,619
<LIABILITIES-OTHER>                              2,825
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                        12,773
<OTHER-SE>                                      21,837
<TOTAL-LIABILITIES-AND-EQUITY>                 262,065
<INTEREST-LOAN>                                  3,819
<INTEREST-INVEST>                                1,292
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                 5,111
<INTEREST-DEPOSIT>                               1,885
<INTEREST-EXPENSE>                                 197
<INTEREST-INCOME-NET>                            3,029
<LOAN-LOSSES>                                       60
<SECURITIES-GAINS>                               1,176
<EXPENSE-OTHER>                                  1,776
<INCOME-PRETAX>                                  2,645
<INCOME-PRE-EXTRAORDINARY>                       2,645
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,946
<EPS-PRIMARY>                                     1.52
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                        596
<LOANS-PAST>                                     2,472
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 2,413
<CHARGE-OFFS>                                       49
<RECOVERIES>                                        55
<ALLOWANCE-CLOSE>                                2,479
<ALLOWANCE-DOMESTIC>                             2,479
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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