PENNS WOODS BANCORP INC
10-Q, 2000-11-14
STATE COMMERCIAL BANKS
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FORM 10-Q QUARTERLY REPORT

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549



  FORM 10-Q

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


For the Quarter Ended September 30, 2000             Commission file number
                                                   0-17077



PENNS WOODS BANCORP, INC.

Incorporated in Pennsylvania


 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 November 13, 2000 there were 3,101,800 shares of the
Registrant's common stock outstanding.

PART  I  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

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

                                                September 30,    December 31,
                                                     2000            1999
                                               --------------------------------
                                                (IN THOUSANDS)
<S>                                                                               <C>
ASSETS:
  Cash and due from banks                              $10,719         $12,474
  Investment securities available for sale             114,612         113,305
  Investment securities held to maturity                 3,229           3,014
  Loans, net of unearned discount                      244,872         233,823
  Allowance for loan and lease losses                   (2,881)         (2,823)

             Loans, net                                241,991         231,000

  Bank premises and equipment, net                       4,800           4,888
  Accrued interest receivable                            2,338           2,283
  Other assets                                           8,209           6,778
                                               --------------------------------
             TOTAL ASSETS                             $385,898        $373,742
                                               ================================

LIABILITIES:
  Demand deposits                                      $44,746         $43,045
  Interest-bearing demand deposits                      43,993          44,671
  Savings deposits                                      43,825          46,282
  Time deposits                                        137,772         121,575
                                               --------------------------------
             Total deposits                           $270,336        $255,573

  Short-term borrowings                                 29,888          41,641
  Other borrowings                                      32,304          27,278
  Accrued interest payable                               1,317           1,123
  Other liabilities                                      3,164           2,042
                                               --------------------------------
             Total liabilities                        $337,009        $327,657
                                               --------------------------------
SHAREHOLDERS' EQUITY:
  Common stock, par value $10; 10,000,000 shares
             authorized and 3,130,344 and 3,128,332
             shares issued                             $31,303         $31,283
 Additional paid-in capital                             18,204          18,165
 Retained earnings                                       2,549            (166)
Accumulated other comprehensive loss                    (2,625)         (2,927)
Less:  Treasury stock at cost, 13,810 and 3,656           (542)           (270)
                                               --------------------------------
             Total shareholders' equity                $48,889         $46,085
                                               --------------------------------
             TOTAL LIABILITIES AND
             SHAREHOLDERS' EQUITY                     $385,898        $373,742
                                               ================================
</TABLE>


CONSOLIDATED STATEMENT OF INCOME
FOR THE PERIODS  INDICATED

<TABLE>
<CAPTION>

                                                 NINE MONTHS     NINE MONTHS       QUARTER          QUARTER
                                                    ENDED           ENDED            ENDED           ENDED
                                               September 30, 20September 30, 19September 30, 200September 30, 1999
                                               -----------------------------------------------------------------
                                               (IN THOUSANDS EXCEPT PER SHARE DATA)
     <S>                                                                                                         <C>
INTEREST INCOME:
  Interest and fees on loans                           $15,918         $14,784           $5,524          $5,067
  Interest and dividends on investments:       -----------------------------------------------------------------
             Taxable interest                             2,913           2,581             902             881
             Nontaxable interest                          1,514           1,214             598             428
             Dividends                                      671             583             228             204
                                               -----------------------------------------------------------------
             Total interest and dividends
             on investments                               5,098           4,378           1,728           1,513
                                               -----------------------------------------------------------------
             Total interest income                       21,016          19,162           7,252           6,580
                                               -----------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                    6,679           5,912           2,393           1,938
  Interest on short-term borrowings                       1,371             636             449             285
  Interest on other borrowings                            1,268           1,122             507             387
                                               -----------------------------------------------------------------
             Total interest expense                       9,318           7,670           3,349           2,610
                                               -----------------------------------------------------------------
  Net interest income                                    11,698          11,492           3,903           3,970
  Provision for loan losses                                 208             208              78              78
                                               -----------------------------------------------------------------
  Net interest income after provision for
  loan losses                                            11,490          11,284           3,825           3,892
                                               -----------------------------------------------------------------
OTHER OPERATING INCOME:
  Service charges                                         1,165             991             397             349
  Securities gains                                          405             551             153             271
  Other income                                              185             172              64              41
                                               -----------------------------------------------------------------
             Total other operating income                 1,755           1,714             614             661
                                               -----------------------------------------------------------------
OTHER OPERATING EXPENSES:
  Salaries and employee benefits                          3,628           3,465           1,199           1,164
  Occupancy expense, net                                    555             476             162             162
  Furniture and equipment expense                           602             533             193             236
  Other expenses                                          2,307           2,247             765             671
                                               -----------------------------------------------------------------
             Total other operating expenses               7,092           6,721           2,319           2,233
                                               -----------------------------------------------------------------
INCOME BEFORE TAXES                                       6,153           6,277           2,120           2,320
INCOME TAX PROVISION                                      1,282           1,425             399             540
                                               -----------------------------------------------------------------
NET INCOME                                               $4,871          $4,852           $1,721          $1,780
                                               =================================================================
EARNINGS PER SHARE - BASIC                               $1.56           $1.55            $0.55           $0.57
                                               =================================================================
EARNINGS PER SHARE - DILUTED                             $1.56           $1.55            $0.55           $0.57
                                               =================================================================
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING            3,124,469       3,121,151        3,125,384       3,121,501
                                               =================================================================
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING          3,125,040       3,131,082        3,117,446       3,128,568
                                               =================================================================

**Weighted average shares used for computation of net income per share reflect
   the issuance of a 10% stock dividend on June 8, 1999.
</TABLE>

   PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE  NINE  MONTHS ENDED SEPTEMBER 30,2000

(IN THOUSANDS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>

                                                                                        ACCUMULATED
                              COMMON                   ADDITIONAL                          OTHER                           TOTAL
                               STOCK                     PAID-IN         RETAINED     COMPREHENSIVE      TREASURY     SHAREHOLDERS'
                              SHARES         AMOUNT      CAPITAL         EARNINGS           LOSS           STOCK          EQUITY
                         ---------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>              <C>            <C>            <C>             <C>            <C>
Balance, December 31, 1999    3,128,332      $31,283         $18,165        ($166)        ($2,927)          ($270)       $46,085

Net income for the nine months
    ended September 30, 2000                                                4,871                                          4,871
Dividends declared, $0.69                                                  (2,156)                                        (2,156)
Stock options exercised           2,012           20              39                                                          59
Treasury Stock acquired (8,850 shs)                                                                          (272)          (272)
Net change in unrealized loss on
   investments available for sale                                                             302                            302
                       ---------------------------------------------------------------------------------------------------------
Balance, September 30, 2000   3,130,344       $31,303         $18,204       $2,549         ($2,625)          ($542)      $48,889
                       ========================================================================================================
</TABLE>


PENNS WOODS BANCORP, INC.
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE PERIODS INDICATED
<TABLE>
<CAPTION>
                                                                 NINE MONTHS     NINE MONTHS
                                                                    ENDED            ENDED
                                                                SEPTEMBER 30,    SEPTEMBER 30,
                                                                     2000            1999
                                                               ---------------------------------
                                                                (IN THOUSANDS)
<S>                                                                                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income                                                            $4,871           $4,852
  Adjustments to reconcile net income to net cash
  provided by operating activities
      Depreciation                                                         529              512
      Provision for loan losses                                            208              208
      Accretion and amortization of investment security discounts
        and premiums                                                      (417)             (69)
      Securities gains, net                                               (405)            (551)
      Loss (Gain) on sale of foreclosed assets                              25               (6)
      Increase in all other assets                                      (1,566)          (1,886)
      Increase all other liabilities                                     1,319            1,822
                                                               ---------------------------------
                  Net cash provided by operating activities              4,564            4,882
                                                               ---------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of securities available for sale                            (41,807)         (57,023)
  Proceeds from sales of securities available for sale                  38,282           35,886
  Proceeds from calls and maturities of securities available fo          3,555            1,818
  Purchase of securities held to maturity                                 (273)             (25)
  Proceeds from calls and maturities of securities held to matu              -            2,086
  Net increase in loans                                                (11,199)         (13,079)
  Proceeds from the sale of foreclosed assets                               98               80
  Acquisition of bank premises and equipment                              (441)            (979)
  Acquisition of foreclosed assets                                        (194)             (34)
                                                               ---------------------------------
                  Net cash used in investing activities                (11,979)         (31,270)
                                                               ---------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in interest-bearing deposits                             13,062              681
  Net  increase in noninterest-bearing deposits                          1,701            3,192
  Net increase (decrease) in short-term borrowings                     (11,753)          21,019
  Proceeds from long-term borrowings                                     5,026            5,000
  Dividends paid                                                        (2,156)          (1,835)
  Stock options exercised                                                   52               12
  Purchase of Treasury Stock                                              (272)               -
                                                               ---------------------------------
                  Net cash provided by financing activities              5,660           28,069
                                                               ---------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                    (1,755)           1,681
CASH AND CASH EQUIVALENTS, BEGINNING                                    12,474           12,297
                                                               ---------------------------------
CASH AND CASH EQUIVALENTS, ENDING                                      $10,719          $13,978
                                                               =================================


</TABLE>
[FN]

PENNS WOODS BANCORP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  Basis of Presentation
          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.  All of those adjustments are
          of a normal, recurring nature.  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, 1999.


NOTE 2.  Comprehensive Income
            The components of other comprehensive income
             and related tax effects are as follows:
<TABLE>
<CAPTION>
                                                                September 30,    September 30,
                                                                     2000            1999
                                                               ---------------------------------
                                                                (IN THOUSANDS)
<S>                                                                                                    <C>
Change in net unrealized gain (loss) on securities available for sale,
   net of tax benefit of $293 for 2000 and $2552 for 1999                  569           (4,953)
                                                               ---------------------------------
    Less:  Reclassification adjustment for realized gains included
                 in net income, net of taxes of $138 for 2000 a            267               364

Net unrealized gain (loss) net of tax                                     $302          ($5,317)
                                                               =================================



</FN>
</TABLE>

EARNINGS SUMMARY

Comparison of the Nine Months Ended September 30, 2000 and 1999

   Interest Income

          For the nine months ended September 30, 2000,
          total interest income increased by $1,854,000 or
          9.68% compared to the same period in 1999.
          This increase is due to an increase of $1,134,000 in
          interest and fees on loans and an increase in
          total interest and dividends on investments of
          $720,000.

          The increase in interest and fees on loans of
          $1,134,000 was primarily due to the effect of the 100
          basis point increase in the prime rate during the first nine
          months as well the $11,049,000 increase in gross
          loans from December 31, 1999 to September 30, 2000.
          Interest and dividends on investments increased due
          to the net effect of a $332,000 increase in taxable
          interest due to the increase in the average holdings of
          taxable municipal securities during the first nine months
          of 2000 compared to the same period in 1999; a
          $300,000 increase in nontaxable interest related to the
          higher average volume of municipal securities held
          during the first nine months of 2000 compared to
          the first nine months of 1999; and an increase in dividend income
          on equity securities of $88,000.

         Interest Expense

            For the nine months ended September 30, 2000
            total interest expense increased $1,648,000 or
            21.49% over the same period in 1999.  The overall
            increase in interest expense is the result of an
           $767,000 increase in interest paid on deposits, mainly
            due to volume; a $735,000 increase in interest
           expense paid on short-term borrowings, due to an
            increase of average overnight  FHLB borrowings
            and the rate paid on these borrowings and an
            increase in the average rate paid on repurchase agreements
            during the first nine months of 2000 compared to the first
            nine months of 1999; and an increase of $146,000 in
            interest paid on other borrowings, due to an increase
            in the average outstanding borrowings in 2000
            compared to 1999.

         Provision for Loan Losses

          The provision for loan losses totaled $208,000
           for the nine months ended September 30, 2000.  The
           provision for the same period in 1999 also totaled
          $208,000.

            As of the third quarter of 2000, charge offs
            exceeded recoveries by $150,000 compared to
            the third quarter of 1999 when charge offs
            exceeded recoveries by $100,000.

            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 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 fine
            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 .33 times at September 30, 2000 a
            decrease  in coverage from the .19 times at
            December 31, 1999.   The overall increase in
            non-performing loans totaled $416,000.  Non-
            performing loans secured by real estate and
            non-performing commercial and agriculatural loans
            accounted for $263,000 and $166,000, respectively of
            the overall increase whereas non-performing
            installment loans declined $13,000.  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, 2000 increased $41,000.
            This increase is due to the net effect of an
             increase in service charges collected of
            $174,000, a decrease in securities gains
            realized of $146,000 and a decrease in
            other income of $13,000.

             Volume as well as fee increases for overdraft and
             stop payment services, effective  December 1, 1999,
             effected the amount of service charges on deposit
             accounts.  In addition, there was an increase in
             charges collected during the first nine months of 2000 when
             compared to the first nine months of 1999 due to a
             service charge relating to ATM usage that was put
             into effect in late March, 1999.  A "charge-back" fee
             that became effective in August of 2000 had also contributed
             to the increase in overall services charges.

             The increases in interest rates have provided an opportunity
             for management to better match investments with rate
             sensitive liabilities. During the third quarter, management
              sold "available for sale" GNMA securities and reinvested
              in more favorable tax-exempt municipal securities.
              To accomplish this investment strategy losses were
              realized on the sales of the GNMA's.  Overall
             net interest income will be enhanced from the purchases
             of the municipal securities.  In addition, gains will
             continue to be realized on sales of equity securities
             that have been in the portfolio long-term and have
             reached what management determines to be their
             maximum potential.

         Other Operating Expense

            For the nine months ended September 30, 2000
            total other operating expenses increased $371,000
            over the same period in 1999.

            Employee salaries and benefits
            increased $163,000 as a result of normal increases in
            salary levels.

            Occupancy expense increased $79,000 and
             furniture and equipment expense increased
            $69,000.  The  increase in occupancy
             expense can be attributed to increases
             in rental and depreciation expenses related to
             the opening of the full-service branch office in
             Zion, Pennsylvania, on May 8, 1999 in addition to
            an overall increase in maintenance and repairs
            expense.

             The $69,000 increase in furniture and
             equipment expense can be attributed mainly
             to the implementation of Internet and Telephone
              Banking.  General maintenance and depreciation
             expenses also contributed to the increase.

            Expenses included under the other expenses
            heading are such items as:  advertising, postage,
            maintenance, FDIC, other insurance,
            Pennsylvania State shares tax,
            legal and professional fees, telephone,
            printing and supplies and other general and
            administrative expenses.   An overall increase
            in other expenses totaled $60,000.  This
           increase can be mainly attributed to the hiring of an
           outside firm to perform the Bank's internal audits
           and also to expenses related to the implementation of
           Telephone Banking.

         Provision for Income Taxes

            Provision for income taxes for the nine
            months ended September 30, 2000 resulted in an
            effective income tax rate of 20.84%
            compared to 22.70% for the corresponding
            period in 1999.  The decrease noted is
            due to an increase in non-taxable income for the
            period.

Comparison of the Three Months Ended September 30, 2000 and 1999

            During the third quarter of 2000 interest income
            earned was $7,252,000 an increase of $672,000 or
            10.21% over the same quarter in 1999.

            During the third quarter of 2000 average gross loans
            were $244,554,000 at an average rate of 8.77%.  Average
            gross loans during the third quarter of 1999 were $229,530,000
            at an average rate of 8.51%.  The higher average volume
            and rate explain the $457,000 increase in interest
            income on loans when comparing the quarter
            ending September 30, 2000 to the quarter ending
            September 30, 1999.

            The remaining $215,000 increase occurred in interest
           and dividends on investments.  Taxable interest
           increased $21,000, non-taxable interest increased
           $170,000 and dividends increased $24,000 due to the
           same reasons noted for the nine-month comparison.

            Interest expense during the third quarter of 2000
            increased by $739,000 or 28.31% over interest expense
            incurred during the third quarter of 1999.

            Interest bearing deposits grew $1,451,000 and the
            average rate increased from 3.99% to 4.27% from
            June 30, 2000 to September 30, 2000.  During this same
            period in 1999, interest bearing deposits grew
            $445,000 and the average rate decreased from
            3.67% to 3.63%.  Special time deposit products offered
           during the recent rising interest rate environment
           attracted such deposits. In addition,  time deposits that matured
           during the 2000 period were replaced with higher costing
           deposits, thereby increasing the average rate paid.

            Interest expense on short-term borrowings increased
            by $164,000 and interest expense on other borrowings
            increased by $120,000.  A higher level of over-
            night funds were borrowed throughout the 2000 period
             at a higher average rate and an increase in higher-
             costing, average repurchase agreements were held,
             therefore, increasing interest expense.  The reason
             for the increase in interest expense on other borrowings
             is noted in the nine-month comparison.

             Total other operating income decreased $47,000 or
             7.11% to $614,000 during the three-month period
             in 2000 compared to $661,000 in 1999.  Service
             charges and other income increased $48,000 and
             $23,000, respectively, while securities gains decreased
             by $118,000.  The volume and fee increases discussed
             in the nine-month comparison account for the increase
             in service charges.  Increases in other income occurred
             due to a gain on the sale of a piece of fully depreciated
             equipment, an increase in income from our Debit
             Card product and also from fees associated with MC/VISA
             merchants.

              The decline in securitiy gains is discussed in
               the nine-month comparison.

               Total other operating expenses increased $86,000
               or 3.85%.

               Salaries and employee benefits increased $35,000
               due to normal increases in salary levels and
               premium increases in health insurance benefits.

               Occupancy expense remained unchanged for the
               third quarter of 2000 when compared to the third
               quarter of 1999.

                Furniture and equipment expense increased $43,000
               or 18.22%.  The increase is mainly attributable to
               depreciation expense related to telephone and
               Internet banking which were implemented at the
               beginning of April, 2000.  General maintenance and
               repairs on equipment also contributed to the
               increase in expense.

               Other operating expenses increased during the
               three-month period in 2000 when compared to the
               same period in 1999 by $94,000.  This increase
               was derived mainly from an increase in outside
               professional fees specifically related to the hiring of
               of an outside auditing firm for performing internal
               audits and the hiring of an outside transfer agent to
               handle Penns Woods Bancorp, Inc. stock and dividend
               transactions.

               Income taxes decreased $141,000 or 26.11% due to the
               decline in overall taxable income.

         ASSET/LIABILITY MANAGEMENT

         Assets

           At  September 30, 2000, cash and investment securities
           totaled $128,560,000 or a net decrease of $233,000
           over the corresponding balance at December 31, 1999.
            Investment securities increased $1,522,000 while
           cash decreased $1,755,000.  During this period, net
           loans increased by $10,991,000 to $241,991,000.

          The decrease in investment securities is primarily
           due to the change in the net unrealized loss from
           $4,435,000 at December 31, 1999 to $3,977,000 at
           September 30, 2000.  Also contributing to the decrease were
           sales of available for sale U.S. Government agencies
           and maturities of U.S. Treasury 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
           In addition, management frequently reviews and
           utilizes the results of examinations and reports
            provided by the committee, regulators, and
            independent loan review consultants, on the
            adequacy of the loan loss allowance.

           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 totaled
           $2,881,000 at September 30, 2000, an  increase of
           $58,000  over the balance at December 31,
           1999.  For the nine months ended
            September 30, 2000, the provision for loan
            losses totaled $208,000.  As a percent of loans,
            the allowance for loan losses totaled 1.18% at
            September 30, 2000 and 1.21% at December 31, 1999.

           Loans accounted for on a non-accrual basis
           totaled $858,000 and $284,000 at September 30, 2000 and
           December 31, 1999 respectively.

           Accruing loans, contractually delinquent 90
           days or more were $83,000 at September 30, 2000
           and $241,000 at December 31, 1999.
           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 .33
           times at  September 30, 2000 and .19  times at
           December 31, 1999.  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, 2000 the balance of other real
           estate was $138,000 compared to $67,000 at
           December 31, 1999. The two properties totaling
           $67,000 that were held in other real estate at
           December 31, 1999 were sold, five properties totaling
           $193,000 were placed into other real estate, two of which
            were subsequently sold during this nine month period.

           On October 2, 2000 Jersey Shore State Bank , a wholly-
           owned subsidiary of Penns Woods Bancorp, Inc.
           completed the acquisition of a securities brokerage and
           insurance business, CLU and The M Group, Inc.  This
           acquisition was effective October 1, 2000 and will be
           operated as a wholly-owned bank subsidiary, The M
           Group, Inc. D/B/A The Comprehensive Financial Group.
           The acquisition has been accounted for under the purchase
           method of accounting.

         Deposits

           At  September 30, 2000  total deposits amounted to
           $270,336,000 representing an increase of
           $14,763,000, or  5.78%,  from total deposits
           at December 31, 1999.  Non-interest and interest-
           bearing demand deposits grew $1,701,000 and
           $678,000, respectively.  Savings deposits changed
           slightly, decreasing $2,457,000.  Time deposits increased
           $16,197,000 due to successful marketing strategies
            as well as efforts to strategically manage the Bank's
            asset and liability position during the rising interest
           rate environment.

         Other Liabilities

           At  September 30, 2000, other liabilities
           totaled $3,164,000 or a $1,122,000 increase
           over the balance at December 31, 1999. 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%.

           Regulatory capital to total assets was 12.67% for
           September 30, 2000 and 12.33% for December 31, 1999.
           Primary capital to total assets at September 30, 2000
           was 13.42% compared to 13.09% at
           December 31, 1999.

           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 20.33% and the
           total capital ratio to total risk weighted
           assets ratio is 21.48%.

          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, 92.5% maximum

            3.  Net Loans to Core Deposits, 100% 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.  Net Core Funding Dependence, 35% 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 $89,183,000 through
        the Federal Home Loan Bank's "Open Repo Plus", revolving
        line of credit program, with commitment up to one year.

         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, 2000:
<TABLE>
<CAPTION>

                                                  AFTER ONE       AFTER TWO          AFTER
                                   WITHIN         BUT WITHIN      BUT WITHIN         FIVE
                                  ONE YEAR        TWO  YEARS      FIVE YEARS         YEARS

<S>                                  <C>             <C>             <C>              <C>
Earning assets: (1) (2)
   Investment securities (1)            $8,006          $6,574         $13,611          $93,557

   Loans (2)                            83,168          33,828         102,097           25,778
                              ------------------------------------------------------------------
Total earning assets                    91,174          40,402         115,708          119,335


   Deposits (3)                        113,629          51,266          55,852           49,478
   Borrowings                           25,063               0          27,278            8,245
                              ------------------------------------------------------------------
Total interest bearing liabili         138,692          51,266          83,130           57,723

Net non-interest bearing
   funding (4)                           3,580           3,581          10,742           17,905
                              ------------------------------------------------------------------
Total net funding sources              142,272          54,847          93,872           75,628

Excess assets (liabilities)            (51,098)        (14,445)         21,836           43,707
Cumulative excess
   assets (liabilities)                (51,098)        (65,543)        (43,707)        -

<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
         the Bank'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.

          In this analysis the company examines the
         result of a 100 and 200 basis point change in
         market interest rates and the effect on net
         interest income.  It is assumed that the change is
         instantaneous and that all rates move in a
         parallel manner.  In addition, it is assumed
         that rates on core deposit products such as NOW's,
         savings accounts, and the MMDA accounts
         will  be adjusted by 25% of the assumed rate
         change.  Assumptions are also made concerning
         prepayment speeds on mortgage loans and
         mortgage securities.  The results of  this rate
         shock are a useful tool to assist the Company in
         assessing  interest rate risk inherent in its
         balance sheet.  Below are the results of this
         rate shock analysis as of September 30, 2000:

                                               Net Interest Income
              Change in Rates                  Change (After tax)
                   -200                              228
                   -100                              192
                   +100                              -23
                   +200                              -117

          The model utilized to create the report
          presented above makes various  estimates
          at each level of interest rate change regarding
          cash flow from  principal repayment on loans and
          mortgage-backed securities and or  call activity
          on investment securities.  Actual results could
          differ  significantly from these estimates which
          would result in significant  differences in the
          calculated projected change.  In addition, the limits
          stated above do not necessarily represent
          the level of change under  which management
          would undertake specific measure to realign its
          portfolio in order to reduce the projected
          level of change.

          Generally, management believes the
          Company is well positioned  to respond
          expeditiously when the market interest rate outlook
          changes.
</FN>


          Inflation

         The asset and liability structure of a financial
         insitution is primarily monetary in nature,
         therefore, interest rates rather than inflation
         have a more significant impact on the Corporation's
         performance.  Interest rates are not always
         affected in the same direction or magnitude as
         prices of other goods and services, but are
         reflective of fiscal policy initiatives or economic
         factors which are not measured by a price
         index.


          CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE
          SECURITIES LITIGATION REFORM ACT OF 1995

          This Report contains certain "forward-looking
          statements" including statements concerning
          plans, objectives, future events or performance
          and assumptions and other statements which are
          other than  statements of historical fact.  Penns
          Woods Bancorp, Inc. and its subsidiaries (the
          "Company") wishes to caution readers that the
          following important factors, among others, may
          have affected and could in the future affect
          the Company's actual results and could
          cause the Company's actual results for subsequent
          periods to differ materially from those
          expressed in any forward-looking statement
          made by or on behalf of the Company herin:  (i) the
          effect  of changes in laws and regulations,
          including federal and state banking laws and
          regulations, which the Company must comply,
          and the associated costs of compliance with such
          laws and regulations either currently or in the
          future as applicable; (ii) the effect of changes
          in accounting policies and practices, as may be
          adopted by the regulatory agencies as well as
          by the Financial Accounting Standards Board,
          or of changes in the Company's organization,
          compensation and benefit plans; (iii) the effect on
          the Company's competitive position within its
          market area of the  increasing consolidation
          within the banking and financial services
          industries, including the increased competition from
          larger regional and out-of-state banking
          organizations as well as nonbank providers
          of various financial services; (iv) the effect of
          changes in interest rates; and (v) the effect of
          changes in the business cycle and downturns
          in the local, regional or national economies.


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 1.  Legal Proceedings.
      None

Item 2.  Changes in Securities and Use of Proceeds.
     None

Item 3.  Defaults Upon Senior Securities.
     None

Item 4.  Submission of Matters to a Vote of Security Holders.
     None

Item 5.  Other Information
     None

Item 6.  Exhibits and reports on Form 8-K.
        (a) Exhibits required by Item 601 of Regulation S-K:

Number       Description
------------------------------

(99)         Independent Accountants' Report

        (b) Reports on Form 8-K
              On August 10, 2000 Penns Woods Bancorp, Inc. filed
              on Form 8-K report under Item 5. of Form 8-K
              reporting a Stock Repurchase Program.



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, 2000                 /s/ Ronald A. Walko
                                               ----------------
                                               Ronald A. Walko, President and Chief
                                               Executive Officer

Date:        November 13, 2000                 /s/ Sonya E. Scott
                                               ----------------
                                               Sonya E. Scott, Secretary




</TABLE>


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