INDEPENDENT ACCOUNTANTS'REPORT
Board of Directors and Shareholders
Penns Woods Bancorp, Inc.
We have reviewed the accompanying consolidated balance sheet
of Penns Woods Bancorp, Inc. and subsidiary as of June 30, 2000,
and the related consolidated statement of income for the three-
and six-month periods ended June 30, 2000 and 1999, and the
consolidated statement of cash flows for the six-month periods
ended June 30, 2000 and 1999, and the consolidated statement of
changes in shareholders' equity for the six-month period
ended June 30, 2000. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally
of applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying
financial statements for them to be in conformity with
generally accepted accounting principles.
We have previously audited, in accordance with generally
accepted auditing standards, the consolidated balance
sheet as of December 31, 1999, and the related consolidated
statements of income, changes in stockholders' equity,
and cash flows for the year then ended (not presented
herein); and in our report dated January 21, 2000, we
expressed an unqualified opinion on those consolidated
financial statements.
/s/S.R.Snodgrass, A.C.
Wexford, PA
August 10, 2000
