UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x		Quarterly Report pursuant to Section 13 or 15 (d) of the Securities Exchange
		Act of 1934

		for the Quarterly Period Ended September 30, 2007.

o		Transition report pursuant to Section 13 or 15 (d) of the Exchange Act

		for the Transition Period from to .

No. 0-17077

(Commission File Number)

PENNS WOODS BANCORP, INC.

(Exact name of Registrant as specified in its charter)

PENNSYLVANIA		23-2226454
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

300 Market Street, Williamsport, Pennsylvania		17701-0967
(Address of principal executive offices)		(Zip Code)

(570) 322-1111

Registrant’s telephone number, including area code

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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO x

On November 1, 2007 there were 3,877,534 shares of the Registrant’s common stock outstanding.

PENNS WOODS BANCORP, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

		Page
		Number

Part I	Financial Information

Item 1.	Financial Statements

Consolidated Balance Sheet (unaudited) as of September 30, 2007 and December 31, 2006		3

Consolidated Statement of Income (unaudited) for the Three and Nine Months ended September 30, 2007 and 2006		4

Consolidated Statement of Changes in Shareholders’ Equity (unaudited) for the Nine Months ended September 30, 2007 and 2006		5

Consolidated Statement of Comprehensive Income (unaudited) for the Three and Nine Months ended September 30, 2007 and 2006		5

Consolidated Statement of Cash Flows (unaudited) for the Nine Months ended September 30, 2007 and 2006		6

Notes to Consolidated Financial Statements (unaudited)		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31

Part II	Other Information

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Submission of Matters to a Vote of Security Holders	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
Signatures		34
Exhibit Index and Exhibits		35

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

PENNS WOODS BANCORP, INC.

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	September 30,			December 31,
(In Thousands, Except Share Data)	2007			2006

ASSETS
Noninterest-bearing balances	$	13,228		$	15,348
Interest-bearing deposits in other financial institutions	15			25
Total cash and cash equivalents	13,243			15,373

Investment securities, available for sale, at fair value	204,758			185,200
Investment securities held to maturity (fair value of $278 and $286)	276			283
Loans held for sale	6,503			3,716
Loans	357,715			360,384
Less: Allowance for loan losses	4,092			4,185
Loans, net	353,623			356,199
Premises and equipment, net	6,841			6,737
Accrued interest receivable	3,274			2,939
Bank-owned life insurance	12,275			11,346
Investment in limited partnerships	4,447			4,950
Goodwill	3,032			3,032
Other assets	5,057			2,510
TOTAL ASSETS	$	613,329		$	592,285

LIABILITIES
Interest-bearing deposits	$	331,864		$	322,031
Noninterest-bearing deposits	72,990			73,160
Total deposits	404,854			395,191

Short-term borrowings	44,793			34,697
Long-term borrowings, Federal Home Loan Bank (FHLB)	86,378			82,878
Accrued interest payable	1,838			1,532
Other liabilities	3,914			3,393
TOTAL LIABILITIES	541,777			517,691

SHAREHOLDERS’ EQUITY
Common stock, par value $8.33, 10,000,000 shares authorized; 4,006,084 and 4,003,514 shares issued	33,384			33,362
Additional paid-in capital	17,869			17,810
Retained earnings	27,552			25,783
Accumulated other comprehensive income (loss):
Net unrealized (loss) gain on available for sale securities	(1,861		)	2,139
Defined benefit plan	(579		)	(579		)
Less: Treasury stock at cost, 128,802 and 102,772 shares	(4,813		)	(3,921		)
TOTAL SHAREHOLDERS’ EQUITY	71,552			74,594
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	613,329		$	592,285

See accompanying notes to the unaudited consolidated financial statements.

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In Thousands, Except Per Share Data)	2007		2006		2007		2006

INTEREST AND DIVIDEND INCOME
Loans including fees	$	6,621	$	6,355	$	19,560	$	18,250
Investment Securities:
Taxable	964		874		2,711		2,691
Tax-exempt	1,108		1,004		3,271		2,993
Dividend and other interest income	284		314		907		982
TOTAL INTEREST AND DIVIDEND INCOME	8,977		8,547		26,449		24,916

INTEREST EXPENSE
Deposits	2,835		2,447		8,215		6,252
Short-term borrowings	368		306		1,100		1,221
Long-term borrowings, FHLB	909		954		2,735		2,844
TOTAL INTEREST EXPENSE	4,112		3,707		12,050		10,317

NET INTEREST INCOME	4,865		4,840		14,399		14,599

PROVISION FOR LOAN LOSSES	10		89		60		485

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	4,855		4,751		14,339		14,114

NON-INTEREST INCOME
Deposit service charges	546		596		1,654		1,773
Securities gains, net	––		561		619		1,385
Bank-owned life insurance	109		94		310		272
Gain on sale of loans	282		264		654		624
Insurance commissions	625		502		1,613		1,732
Other	444		370		1,316		1,154
TOTAL NON-INTEREST INCOME	2,006		2,387		6,166		6,940

NON-INTEREST EXPENSE
Salaries and employee benefits	2,330		2,174		6,912		6,620
Occupancy, net	319		308		987		826
Furniture and equipment	267		309		850		894
Pennsylvania shares tax	160		151		482		447
Other	1,354		1,172		3,667		3,356
TOTAL NON-INTEREST EXPENSE	4,430		4,114		12,898		12,143

INCOME BEFORE INCOME TAX PROVISION	2,431		3,024		7,607		8,911
INCOME TAX PROVISION	109		560		669		1,558
NET INCOME	$	2,322	$	2,464	$	6,938	$	7,353

EARNINGS PER SHARE - BASIC	$	0.60	$	0.63	$	1.78	$	1.87

EARNINGS PER SHARE - DILUTED	$	0.60	$	0.63	$	1.78	$	1.87

WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC	3,881,488		3,927,261		3,889,310		3,942,533

WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED	3,881,676		3,927,740		3,889,573		3,943,016

DIVIDENDS PER SHARE	$	0.45	$	0.44	$	1.33	$	1.29

See accompanying notes to the unaudited consolidated financial statements.

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(UNAUDITED)

									ACCUMULATED
	COMMON			ADDITIONAL					OTHER						TOTAL
	STOCK			PAID-IN		RETAINED			COMPREHENSIVE			TREASURY			SHAREHOLDERS’
(In Thousands Except Per Share Data)	SHARES	AMOUNT		CAPITAL		EARNINGS			INCOME (LOSS)			STOCK			EQUITY
Balance, December 31, 2006	4,003,514	$	33,362	$	17,810	$	25,783		$	1,560		$	(3,921	)	$	74,594

Comprehensive Income:
Net income						6,938									6,938
Unrealized loss on investments available for sale, net of reclassification adjustment, net of income tax benefit of $2,061									(4,000		)				(4,000		)
Total comprehensive income															2,938
Dividends declared, ($1.33 per share)						(5,169		)							(5,169		)
Purchase of treasury stock (26,030 shares)												(892		)	(892		)
Stock options exercised	330	3		5											8
Common shares issued for employee stock purchase plan	2,240	19		54											73
Balance, Septamber 30, 2007	4,006,084	$	33,384	$	17,869	$	27,552		$	(2,440	)	$	(4,813	)	$	71,552

									ACCUMULATED
	COMMON			ADDITIONAL					OTHER					TOTAL
	STOCK			PAID-IN		RETAINED			COMPREHENSIVE		TREASURY			SHAREHOLDERS’
(In Thousands Except Per Share Data)	SHARES	AMOUNT		CAPITAL		EARNINGS			INCOME		STOCK			EQUITY
Balance, December 31, 2005	4,002,159	$	33,351	$	17,772	$	22,938		$	850	$	(992	)	$	73,919

Comprehensive Income:
Net income						7,353								7,353
Unrealized gain on investments available for sale, net of reclassification adjustment, net of income tax of $424									824					824
Total comprehensive income														8,177
Dividends declared, ($1.29 per share)						(5,083		)						(5,083		)
Purchase of treasury stock (60,000 shares)											(2,303		)	(2,303		)
Common shares issued for employee stock purchase plan	421	3		12										15
Balance, September 30, 2006	4,002,580	$	33,354	$	17,784	$	25,208		$	1,674	$	(3,295	)	$	74,725

See accompanying notes to the unaudited consolidated financial statements.

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
(In Thousands)	2007			2006			2007					2006

Net Income
Other comprehensive (loss) income:		$	2,322		$	2,464			$	6,938			$	7,353
Change in net unrealized gains (losses) on available for sale securities	2,415			5,026			(5,442	)				2,633
Less: Reclassification adjustment for net gains included in net income	––			561			619					1,385
Other comprehensive income (loss) before tax		2,415			4,465				(6,061		)		1,248
Income tax expense (benefit) related to other comprehensive income (loss)		821			1,518				(2,061		)		424
Other comprehensive income (loss), net of tax		1,594			2,947				(4,000		)		824
Comprehensive income		$	3,916		$	5,411			$	2,938			$	8,177

See accompanying notes to the unaudited consolidated financial statements.

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	September 30,
(In Thousands)	2007			2006

OPERATING ACTIVITIES
Net Income	$	6,938		$	7,353
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	523			549
Provision for loan losses	60			485
Accretion and amortization of investment security discounts and premiums	(738		)	(575		)
Securities gains, net	(619		)	(1,385		)
Originations of loans held for sale	(33,903		)	(28,031		)
Proceeds of loans held for sale	31,770			27,454
Gain on sale of loans	(654		)	(624		)
Earnings on bank-owned life insurance	(310		)	(272		)
Other, net	303			132
Net cash provided by operating activities	3,370			5,086
INVESTING ACTIVITIES
Investment securities available for sale:
Proceeds from sales	39,226			35,879
Proceeds from calls and maturities	4,290			5,445
Purchases	(67,067		)	(31,938		)
Investment securities held to maturity:
Proceeds from calls and maturities	11			25
Purchases	––			(25		)
Net decrease (increase) in loans	2,516			(18,288		)
Acquisition of bank premises and equipment	(627		)	(767		)
Proceeds from the sale of foreclosed assets	66			83
Purchase of bank-owned life insurance	(619		)	(212		)
Investment in limited partnership	––			(1,535		)
Proceeds from redemption of regulatory stock	3,045			3,177
Purchases of regulatory stock	(3,620		)	(2,034		)
Net cash used for investing activities	(22,779		)	(10,190		)
FINANCING ACTIVITIES
Net increase in interest-bearing deposits	9,833			51,160
Net decrease in noninterest-bearing deposits	(170		)	(1,730		)
Proceeds of long-term borrowings, FHLB	20,000			––
Repayment of long-term borrowings, FHLB	(16,500		)	(1,600		)
Net increase (decrease) in short-term borrowings	10,096			(35,977		)
Dividends paid	(5,169		)	(5,083		)
Issuance of common stock	73			15
Stock options exercised	8			––
Purchase of treasury stock	(892		)	(2,303		)
Net cash provided by financing activities	17,279			4,482
NET DECREASE IN CASH AND CASH EQUIVALENTS	(2,130		)	(622		)
CASH AND CASH EQUIVALENTS, BEGINNING	15,373			14,090
CASH AND CASH EQUIVALENTS, ENDING	$	13,243		$	13,468

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Interest paid	$	11,744		$	9,915
Income taxes paid	1,185			2,075
Transfer of loans to foreclosed real estate	––			51

See accompanying notes to the unaudited consolidated financial statements.

PENNS WOODS BANCORP, INC. AND SUBSIDIARIES

NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The consolidated financial statements include the accounts of Penns Woods Bancorp, Inc. (the “Company”) and its wholly-owned subsidiaries: Woods Investment Company, Inc., Woods Real Estate Development Company, Inc., and Jersey Shore State Bank (the “Bank”) and its wholly-owned subsidiary The M Group, Inc. D/B/A The Comprehensive Financial Group (“The M Group”). All significant inter-company balances and transactions have been eliminated in the consolidation.

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 on Form 10-K for the year ended December 31, 2006.

The accounting policies followed in the presentation of interim financial results are the same as those followed on an annual basis. These policies are presented on pages 40 thru 46 of the Annual Report on Form 10-K for the year ended December 31, 2006.

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.

Note 2. Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“FAS”) No. 155, Accounting for Certain Hybrid Instruments, as an amendment of FASB Statements No. 133 and 140. FAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. This statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In March 2006, the FASB issued FAS No. 156, Accounting for Servicing of Financial Assets. This Statement, which is an amendment to FAS No. 140, will simplify the accounting for servicing assets and liabilities, such as those common with mortgage securitization activities. Specifically, FAS No. 156 addresses the recognition and measurement of separately recognized servicing assets and liabilities and provides an approach to simplify efforts to obtain hedge-like (offset) accounting. FAS No. 156 also clarifies when an obligation to service financial assets

should be separately recognized as a servicing asset or a servicing liability, requires that a separately recognized servicing asset or servicing liability be initially measured at fair value, if practicable, and permits an entity with a separately recognized servicing asset or servicing liability to choose either of the amortization or fair value methods for subsequent measurement. The provisions of FAS No. 156 are effective as of the beginning of the first fiscal year that begins after September 15, 2006. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In September 2006, the FASB issued FAS No. 157, Fair Value Measurements, which provides enhanced guidance for using fair value to measure assets and liabilities. The standard applies whenever other standards require or permit assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In September 2006, the FASB issued FAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Post Retirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R). FAS No. 158 requires that a company recognize the overfunded or underfunded status of its defined benefit post retirement plans (other than multiemployer plans) as an asset or liability in its statement of financial position and that it recognize changes in the funded status in the year in which the changes occur through other comprehensive income. FAS No. 158 also requires the measurement of defined benefit plan assets and obligations as of the fiscal year end, in addition to footnote disclosures. On December 31, 2006, the Company adopted FAS No. 158, except for the measurement provisions, which are effective for fiscal years ending after December 15, 2008. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In February 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115, which provides all entities with an option to report selected financial assets and liabilities at fair value. The objective of the FAS No. 159 is to improve financial reporting by providing entities with the opportunity to mitigate volatility in earnings caused by measuring related assets and liabilities differently without having to apply the complex provisions of hedge accounting. FAS No. 159 is effective as of the beginning of an entity’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007 provided the entity also elects to apply the provisions of FAS No. 157, Fair Value Measurements. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In June 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes. FIN 48 is an interpretation of FAS No. 109, Accounting for Income Taxes, and it seeks to reduce the diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. In addition, FIN No. 48 requires expanded disclosure with respect to the uncertainty in income taxes and is effective for fiscal

years beginning after December 15, 2006. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

In September 2006, the FASB reached consensus on the guidance provided by Emerging Issues Task Force Issue 06-4 (“EITF 06-4”), Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. The guidance is applicable to endorsement split-dollar life insurance arrangements, whereby the employer owns and controls the insurance policy, that are associated with a postretirement benefit. EITF 06-4 requires that for a split-dollar life insurance arrangement within the scope of the Issue, an employer should recognize a liability for future benefits in accordance with FAS No. 106 (if, in substance, a postretirement benefit plan exists) or Accounting Principles Board Opinion No. 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee. EITF 06-4 is effective for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact the adoption of the EITF will have on the Company’s results of operations or financial condition.

In September 2006, the FASB reached consensus on the guidance provided by Emerging Issues Task Force Issue 06-5 (“EITF 06-5”), Accounting for Purchases of Life Insurance—Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4, Accounting for Purchases of Life Insurance. EITF 06-5 states that a policyholder should consider any additional amounts included in the contractual terms of the insurance policy other than the cash surrender value in determining the amount that could be realized under the insurance contract. EITF 06-5 also states that a policyholder should determine the amount that could be realized under the life insurance contract assuming the surrender of an individual-life by individual-life policy (or certificate by certificate in a group policy). EITF 06-5 is effective for fiscal years beginning after December 15, 2006. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s results of operations or financial condition.

In March 2007, the FASB ratified Emerging Issues Task Force Issue No. 06-10 (“EITF 06-10”), Accounting for Collateral Assignment Split-Dollar Life Insurance Agreements. EITF 06-10 provides guidance for determining a liability for the postretirement benefit obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. EITF 06-10 is effective for fiscal years beginning after December 15, 2007. The Company is currently evaluating the impact the adoption of the EITF will have on the Company’s results of operations or financial condition.

In June 2007, the FASB ratified Emerging Issues Task Force Issue No. 06-11 (“EITF 06-11”), Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards. EITF 06-11 applies to share-based payment arrangements with dividend protection features that entitle employees to receive (a) dividends on equity-classified nonvested shares, (b) dividend equivalents on equity-classified nonvested share units, or (c) payments equal to the dividends paid on the underlying shares while an equity-classified share option is outstanding, when those dividends or dividend equivalents are charged to retained earnings under FAS No. 123R, Share-Based Payment, and result in an income tax deduction for the employer. A consensus was

reached that a realized income tax benefit from dividends or dividend equivalents that are charged to retained earnings and are paid to employees for equity-classified nonvested equity shares, nonvested equity share units, and outstanding equity share options should be recognized as an increase in additional paid-in capital. EITF 06-11 is effective for fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. The impact of the adoption of the EITF will not have an impact on the Company’s financial condition.

Note 3. Per Share Data

The following table sets forth the composition of the weighted average common shares (denominator) used in the basic and dilutive per share computation. There are no convertible securities which would affect the numerator in calculating basic and diluted earnings per share; therefore, net income as presented on the consolidated statement of income will be used as the numerator.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006

Weighted average common shares outstanding	4,005,583		4,002,340		4,004,778		4,002,220

Average treasury stock shares	(124,095	)	(75,079	)	(115,468	)	(59,687	)

Weighted average common shares and common stock equivalents used to calculate basic earnings per share	3,881,488		3,927,261		3,889,310		3,942,533

Additional common stock equivalents(stock options) used to calculatediluted earnings per share	188		479		263		483

Weighted average common shares and common stock equivalents used to calculate diluted earnings per share	3,881,676		3,927,740		3,889,573		3,943,016

Options to purchase 8,276 and 9,002 shares of common stock at the price of $40.29 were outstanding during the three and nine months ended September 30, 2007 and 2006, respectively, but were not included in the computation of diluted earnings per share as they were anti-dilutive due to the strike price being greater than the market price as of September 30, 2007 and 2006, respectively.

Note 4. Net Periodic Benefit Cost-Defined Benefit Plans

For a detailed disclosure on the Company’s pension and employee benefits plans, please refer to Note 11 of the Company’s Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2006.

The following sets forth the components of the net periodic benefit cost of the domestic non-contributory defined benefit plan for the three and nine months ended September 30, 2007 and 2006, respectively:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In Thousands)	2007			2006			2007			2006

Service cost	$	117		$	117		$	350		$	350
Interest cost	121			108			364			325
Expected return on plan assets	(140		)	(121		)	(421		)	(364		)
Amortization of transition	(1		)	(1		)	(2		)	(2		)
Amortization of prior service cost	6			6			19			19
Amortization of net loss	—			6			—			17
Net periodic cost	$	103		$	115		$	310		$	345

Employer Contributions

The Company previously disclosed in its consolidated financial statements, included in the Annual Report on Form 10-K for the year ended December 31, 2006, that it expected to contribute $500,000 to its defined benefit plan in 2007. As of September 30, 2007, a contribution in the amount of $580,000 was made for the 2006 plan year with no additional contributions anticipated.

Note 5. Off Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are primarily comprised of commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit, interest rate, or liquidity risk in excess of the amount recognized in the consolidated balance sheet. The contract amounts of these instruments express the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss from nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The Company may require collateral or other security to support financial instruments with off-balance sheet credit risk.

Outstanding financial instruments with off balance sheet risk are as follows:

	September 30,		December 31,
(In Thousands)	2007		2006
Commitments to extend credit	$	71,588	$	61,736
Standby letters of credit	1,345		1,033

Note 6. Reclassification of Comparative Amounts

Certain comparative amounts for the prior period have been reclassified to conform to current period presentations. Such reclassifications had no effect on net income or shareholders’ equity.

Note 7. Employee Stock Purchase Plan

Effective April 26, 2006, the Company implemented the Penns Woods Bancorp, Inc. 2006 Employee Stock Purchase Plan (“Plan”). The Plan is intended to encourage employee participation in the ownership and economic progress of the Company. The Plan allows for up to 1,000,000 shares to be purchased by employees. The purchase price of the shares is 95% of market value with an employee eligible to purchase up to the lesser of 15% of base compensation or $12,000 in market value annually. During the nine months ended September 30, 2007 and 2006, there were 2,240 and 421 shares issued under the plan, respectively.

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. 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 herein: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, with 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 non-bank 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

EARNINGS SUMMARY

Comparison of the Three and Nine Months Ended September 30, 2007 and 2006

Summary Results

Net income for the three months ended September 30, 2007 was $2,322,000 compared to $2,464,000 for the same period of 2006. Basic and diluted earnings per share for the three months ended September 30, 2007 were $0.60 as compared to $0.63 for the three months ended September 30, 2006. Return on average assets and return on average equity were 1.57% and 13.21% for the three months ended September 30, 2007 as compared to 1.71% and 13.41% for the corresponding period of 2006. Net income from core operations (“operating earnings”) for the three months ended September 30, 2007 and 2006, which excludes net after-tax securities gains of $370,000 for the 2006 period, increased $228,000 to $2,322,000 for the three months ended September 30, 2007 as compared to $2,094,000 for the same period of 2006. Operating earnings per share for the three months ended September 30, 2007 increased 13.2% or $0.07 to $0.60 basic and dilutive as compared to the three months ended September 30, 2006. Operating earnings per share for the three months ended September 30, 2007 represent a $0.05 basic and dilutive increase from the previous three month period as core earnings continued to build upon the $0.02 increase from the first to second quarters of 2007.

The nine months ended September 30, 2007 generated net income of $6,938,000 compared to $7,353,000 for the same period of 2006. Earnings per share, basic and diluted, for the nine months ended September 30, 2007 were $1.78 as compared to $1.87 for the comparable period of 2006. Return on average assets and return on average equity were 1.57% and 12.63% for the nine months ended September 30, 2007 as compared to 1.71% and 13.20% for the corresponding period of 2006. Operating earnings for the nine months ended September 30, 2007 and 2006, which excludes net after-tax securities gains of $409,000 and $914,000, respectively, increased $90,000 to $6,529,000 for the 2007 period compared to $6,439,000 for the 2006 period. Operating earnings per share, basic and dilutive, increased 3.1% to $1.68 for the nine months ended September 30, 2007 as compared to $1.63 for the comparable period of 2006.

(Management uses the non-GAAP measure of net income from core operations in its analysis of the Company’s performance. This measure, as used by the Company, adjusts net income by significant gains or losses that are unusual in nature. Because certain of these items and their impact on the Company’s performance are difficult to predict, management believes the presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of the Company’s core businesses. For purposes of this Quarterly Report on Form 10-Q, net income from core operations means net income adjusted to exclude after-tax net securities gains. These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.)

Interest Income

Interest income for the three months ended September 30, 2007 increased $430,000 to $8,977,000 as compared to $8,547,000 for the same period of 2006. The increase in interest income was primarily the result of growth in average loans of $5,736,000 coupled with an 18 basis point (“bp”) increase in loan portfolio yields for the three months ended September 30, 2007 over the same period of 2006. Over the same time frame, the average balance of investment securities and interest bearing deposits increased $5,693,000 with the portfolio yield increasing 28 bp resulting in a $164,000 increase in interest income. On a taxable equivalent basis, the interest income from the investment portfolio and interest bearing deposits increased $218,000 due to the investment portfolio being strategically shifted toward tax-exempt instruments. The decrease in dividends received is the result of a decrease in equity investments.

During the nine months ended September 30, 2007, interest income was $26,449,000, an increase of $1,533,000 over the same period in 2006. The reasons for the 6.2% growth in interest income for the nine month period are identical to those for the three month period ending September 30, 2007 discussed above. The growth in average loans of $11,727,000 coupled with a 26 bp increase in the loan portfolio yield resulted in an increase of $1,310,000 in loan interest and fee income. Average investment securities and interest bearing deposits remained stable, however, interest income increased $223,000 due to a 24 bp increase in yield. The increase in yield was due to an increase in yield on taxable securities as portfolio cash flow was reinvested into higher yielding bonds over the past year. The asset allocation between loans and the investment portfolio composition resulted in taxable equivalent interest income increasing $1,673,000 for the nine months ended September 30, 2007 as compared to the same period of 2006.

Interest income composition for the three and nine months ended September 30, 2007 and 2006 was as follows:

	For The Three Months Ended
	September 30, 2007				September 30, 2006				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Loans including fees	$	6,621	73.8	%	$	6,355	74.4	%	$	266		4.2	%
Investment securities:
Taxable	964		10.7		874		10.2		90			10.3
Tax-exempt	1,108		12.3		1,004		11.7		104			10.4
Dividend and other interest income	284		3.2		314		3.7		(30		)	(9.6	)
Total interest income	$	8,977	100.0	%	$	8,547	100.0	%	$	430		5.0	%

	For The Nine Months Ended
	September 30, 2007				September 30, 2006				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Loans including fees	$	19,560	74.0	%	$	18,250	73.3	%	$	1,310		7.2	%
Investment securities:
Taxable	2,711		10.2		2,691		10.8		20			0.7
Tax-exempt	3,271		12.4		2,993		12.0		278			9.3
Dividend and other interest income	907		3.4		982		3.9		(75		)	(7.6	)
Total interest income	$	26,449	100.0	%	$	24,916	100.0	%	$	1,533		6.2	%

Interest Expense

Interest expense for the three months ended September 30, 2007 increased $405,000 to $4,112,000 as compared to $3,707,000 for the same period of 2006. The increased expense associated with deposits is primarily the result of rate increases for time deposits, which are comprised of various certificates of deposit (“CD”) accounts, from the three months ended September 30, 2006 to the corresponding period of 2007. Factors that led to the rate increases include, but are not limited to, competitive market pricing pressure and campaigns conducted to attract 8 to 12 month maturity CDs that provide greater funding flexibility. The increase in CD interest rates has exceeded the increase for other deposit accounts. This has led to a shift of a portion of the money market and savings deposit portfolios into higher yielding CDs. Borrowing interest expense on FHLB advances and customer repurchase accounts increased $17,000 as rates paid increased 4 bp, while the average balance of borrowed funds remained constant.

Interest expense for the nine months ended September 30, 2007 increased $1,733,000 to $12,050,000 from $10,317,000 for the comparable period of 2006. Interest on deposits accounted for $1,963,000 of the increase due to the reasons noted in the above three month analysis. Borrowing costs declined primarily due to the previously noted CD campaigns that allowed for average FHLB advances to be reduced for the nine months ended September 30, 2007 as compared to the same period of 2006.

Interest expense composition for the three and nine months ended September 30, 2007 and 2006 was as follows:

	For The Three Months Ended
	September 30, 2007				September 30, 2006				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Deposits	$	2,835	68.9	%	$	2,447	66.0	%	$	388		15.9	%
Short-term borrowings	368		9.0		306		8.3		62			20.3
Long-term borrowings, FHLB	909		22.1		954		25.7		(45		)	(4.7	)
Total interest expense	$	4,112	100.0	%	$	3,707	100.0	%	$	405		10.9	%

	For The Nine Months Ended
	September 30, 2007				September 30, 2006				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Deposits	$	8,215	68.2	%	$	6,252	60.6	%	$	1,963		31.4	%
Short-term borrowings	1,100		9.1		1,221		11.8		(121		)	(9.9	)
Long-term borrowings, FHLB	2,735		22.7		2,844		27.6		(109		)	(3.8	)
Total interest expense	$	12,050	100.0	%	$	10,317	100.0	%	$	1,733		16.8	%

Net Interest Margin

The net interest margin (“NIM”) for the three months ended September 30, 2007 was 3.98% as compared to 4.00% for the corresponding period of 2006 and increased slightly from 3.95% for the three months ended June 30, 2007. The decrease in the NIM for the three months ended September 30, 2007 compared to the same period in 2006 was due to the cost of interest bearing liabilities continuing to increase at a rate greater than the increase in the yield on earning assets as has been the trend over the past twelve months. The negative impact of the disparity between the asset yield increases and the liability rate increases, however, declined for the three months ended September 30, 2007 as compared to the same period of 2006. Average loan growth of $5,736,000 and a shift in the investment portfolio toward tax-exempt bonds paved the way for the increase in yield on earning assets of 21 bp for the three month period ended September 2007 as compared to 2006. The average investment securities portfolio increased by $6,088,000, as the tax-exempt segment increased to $95,383,000 at September 30, 2007 as compared to $91,234,000 at September 30, 2006. The growth in tax-exempt bonds was part of the Company’s tax strategy and was strategically undertaken to provide the cash flow and yield desired from the portfolio as a whole. The increase in the cost of interest bearing liabilities to 3.67% from 3.42% was driven primarily by the cost of time deposits increasing 48 bp for the three months ended September 30, 2007 as compared to the previous year, while the average balance of time deposits increased $17,503,000. The increase in cost of time deposits was impacted by the Federal Open Market Committee rate increases during 2006 of 100 bp, utilization of brokered deposits, and our strategic decision to gather time deposits as part of marketing campaigns associated with a branch opening and branch anniversaries in 2006 and 2007

The NIM for the nine months ended September 30, 2007 was 3.96% as compared to 4.06% for the corresponding period of 2006. The decrease in the NIM was the result of the previously mentioned growth and change in mix of the earnings assets offset by increased rates paid on interest bearing liabilities and growth in the average CD portfolio of $29,282,000.

Following is a schedule of average balances and associated yields for the three and nine month periods ended September 30, 2007 and 2006:

	AVERAGE BALANCES AND INTEREST RATES
	Three Months Ended						Three Months Ended
	September 30, 2007						September 30, 2006
(In Thousands)	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate
Assets:
Tax-exempt loans	$	7,652	$	118	6.12	%	$	8,275	$	127	6.09	%
All other loans	354,032		6,543		7.33	%	347,673		6,271		7.16	%
Total loans	361,684		6,661		7.31	%	355,948		6,398		7.13	%

Taxable investment securities	91,788		1,247		5.43	%	89,849		1,181		5.26	%
Tax-exempt investment securities	95,383		1,679		7.04	%	91,234		1,521		6.67	%
Total securities	187,171		2,926		6.25	%	181,083		2,702		5.97	%

Interest bearing deposits	40		1		9.92	%	435		7		6.38	%

Total interest-earning assets	548,895		9,588		6.95	%	537,466		9,107		6.74	%

Other assets	43,706						42,042

Total assets	$	592,601					$	579,508

Liabilities:
Savings	$	60,262	114		0.75	%	$	63,081	142		0.89	%
Super Now deposits	46,531		153		1.30	%	47,071		170		1.43	%
Money market deposits	23,183		131		2.24	%	23,300		131		2.23	%
Time deposits	203,690		2,437		4.75	%	186,187		2,004		4.27	%
Total deposits	333,666		2,835		3.37	%	319,639		2,447		3.04	%

Short-term borrowings	32,910		368		4.44	%	27,255		306		4.45	%
Long-term borrowings, FHLB	77,791		909		4.64	%	82,878		954		4.57	%
Total borrowings	110,701		1,277		4.58	%	110,133		1,260		4.54	%

Total interest-bearing liabilities	444,367		4,112		3.67	%	429,772		3,707		3.42	%

Demand deposits	70,689						69,660
Other liabilities	7,249						6,596
Shareholders’ equity	70,296						73,480
Total liabilities and shareholders’ equity	$	592,601					$	579,508

Interest rate spread					3.28	%					3.32	%
Net interest income/margin			$	5,476	3.98	%			$	5,400	4.00	%

1. Information on this table has been calculated using average daily balance sheets to obtain average balances.

2. Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

3. Income and rates on a fully taxable equivalent basis include an adjustment for the difference between annual income from tax-exempt obligations and the taxable equivalent of such income at the standard 34% tax rate.

	AVERAGE BALANCES AND INTEREST RATES
	Nine Months Ended						Nine Months Ended
	September 30, 2007						September 30, 2006
(In Thousands)	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate
Assets:
Tax-exempt loans	$	7,913	$	365	6.17	%	$	8,155	$	377	6.18	%
All other loans	353,219		19,320		7.31	%	341,250		18,001		7.05	%
Total loans	361,132		19,685		7.29	%	349,405		18,378		7.03	%

Taxable securities	85,930		3,600		5.59	%	93,848		3,664		5.21	%
Tax-exempt securities	99,497		4,956		6.64	%	90,972		4,535		6.65	%
Total securities	185,427		8,556		6.15	%	184,820		8,199		5.91	%

Interest bearing deposits	431		18		5.58	%	161		9		7.47	%

Total interest-earning assets	546,990		28,259		6.90	%	534,386		26,586		6.65	%

Other assets	42,390						39,747

Total assets	$	589,380					$	574,133

Liabilities:
Savings	$	59,726	329		0.74	%	$	63,150	398		0.84	%
Super Now deposits	46,309		455		1.31	%	47,835		488		1.36	%
Money market deposits	24,362		414		2.27	%	24,190		367		2.03	%
Time deposits	198,401		7,017		4.73	%	169,119		4,999		3.95	%
Total Deposits	328,798		8,215		3.34	%	304,294		6,252		2.75	%

Short-term borrowings	32,443		1,100		4.53	%	37,761		1,221		4.32	%
Other borrowings	78,818		2,735		4.64	%	83,359		2,844		4.56	%
Total borrowings	111,261		3,835		4.61	%	121,120		4,065		4.49	%

Total interest-bearing liabilities	440,059		12,050		3.66	%	425,414		10,317		3.24	%

Demand deposits	69,203						69,219
Other liabilities	6,866						5,245
Shareholders’ equity	73,252						74,255

	$	589,380					$	574,133
Interest rate spread					3.24	%					3.41	%
Net interest income/margin			$	16,209	3.96	%			$	16,269	4.06	%

1. Information on this table has been calculated using average daily balance sheets to obtain average balances.

2. Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

The following table presents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the three and nine month periods ended September 30, 2007 and 2006.

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
(In Thousands)	2007		2006		2007		2006

Total interest income	$	8,977	$	8,547	$	26,449	$	24,916
Total interest expense	4,112		3,707		12,050		10,317

Net interest income	4,865		4,840		14,399		14,599
Tax equivalent adjustment	611		560		1,810		1,670

Net interest income (fully taxable equivalent)	$	5,476	$	5,400	$	16,209	$	16,269

The following table sets forth the respective impact that both volume and rate changes have had on net interest income on a fully taxable equivalent basis for the three and nine month periods ended September 30, 2007 and 2006:

	Three Months Ended September 30,									Nine Months Ended September 30,
	2007 vs 2006									2007 vs 2006
	Increase (Decrease)									Increase (Decrease)
	Due to									Due to
(In Thousands)	Volume			Rate			Net			Volume			Rate			Net
Interest income:
Loans, tax-exempt	$	(10	)	$	1		$	(9	)	$	(11	)	$	(1	)	$	(12	)
Loans	118			154			272			642			677			1,319
Taxable investment securities	25			41			66			(419		)	355			(64		)
Tax-exempt investment securities	71			87			158			425			(4		)	421
Interest bearing deposits	(6		)	––			(6		)	15			(6		)	9
Total interest-earning assets	198			283			481			652			1,021			1,673

Interest expense:
Savings deposits	(6		)	(22		)	(28		)	(21		)	(48		)	(69		)
Super Now deposits	(2		)	(15		)	(17		)	(16		)	(17		)	(33		)
Money market deposits	(2		)	2			––			3			44			47
Time deposits	197			236			433			939			1,079			2,018
Short-term borrowings	63			(1		)	62			(184		)	63			(121		)
Long-term borrowings, FHLB	(59		)	14			(45		)	(159		)	50			(109		)
Total interest-bearing liabilities	191			214			405			562			1,171			1,733
Change in net interest income	$	7		$	69		$	76		$	90		$	(150	)	$	(60	)

Provision for Loan Losses

The provision for loan losses is based upon management’s quarterly review of the loan portfolio. The purpose of the review is to assess loan quality, identify impaired loans, analyze delinquencies, ascertain loan growth, evaluate potential charge-offs and recoveries, and assess general economic conditions in the markets served. An external independent loan review is also

performed annually for the Bank. Management remains committed to an aggressive program of problem loan identification and resolution.

The allowance for loan losses is determined by applying loss factors to outstanding loans by type, excluding loans for which a specific allowance has been determined. Loss factors are based on management’s consideration of the nature of the portfolio segments, changes in mix and volume of the loan portfolio, and historical loan loss experience. In addition, management considers industry standards and trends with respect to non-performing loans and its knowledge and experience with specific lending segments.

Although management believes it uses the best information available to make such determinations and that the allowance for loan losses is adequate at September 30, 2007, future adjustments could be necessary if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations. A downturn in the local economy, employment, and delays in receiving financial information from borrowers could result in increased levels of nonperforming assets, charge-offs, loan loss provisions, and reductions in income. Additionally, as an integral part of the examination process, bank regulatory agencies periodically review the Bank’s loan loss allowance. The banking agencies could require the recognition of additions to the loan loss allowance based on their judgment of information available to them at the time of their examination.

While determining the appropriate allowance level, management has attributed the allowance for loan losses to various portfolio segments; however, the allowance is available for the entire portfolio as needed.

The allowance for loan losses decreased from $4,185,000 at December 31, 2006 to $4,092,000 at September 30, 2007. At September 30, 2007, the allowance for loan losses was 1.14% of total loans compared to 1.16% of total loans at December 31, 2006. Management’s conclusion is that the allowance for loan losses is adequate to provide for possible losses inherent in the loan portfolio as of the balance sheet date.

The provision for loan losses totaled $10,000 and $60,000 for the three and nine months ended September 30, 2007, respectively, as compared to $89,000 and $485,000 for the same periods in 2006. The decrease in the provision was the result of several continuing positive factors, including but not limited to, a ratio of annualized net charge offs to average loans of 0.06% for the nine months ended September 30, 2007, a ratio of nonperforming loans to total loans of 0.28% at September 30, 2007, and a ratio of the allowance for loan losses to nonperforming loans of 403.95% at September 30, 2007. In addition, gross loans have declined $2,669,000 since December 31, 2006 due to a softening of the loan market and the payoff of several commercial loans.

Based upon this analysis, as well as the others noted above, management has concluded that the allowance for loan losses remains at a level adequate to provide for probable losses inherent in its loan portfolio.

Non-interest Income

Total non-interest income for the three months ended September 30, 2007 compared to the same period in 2006 decreased $381,000 to $2,006,000 primarily as a result of the amount of net securities gains realized during the three month period ended September 30, 2006. Excluding net securities gains, non-interest income would have increased $180,000 as compared to the 2006 period. Deposit service charges declined $50,000 as overdraft protection fees declined and customers migrated to new checking accounts having reduced or no service charges. Other income increased due primarily to revenue generated from increased debit card transactions, merchant card commissions, and commissions generated by The M Group for securities transactions.

Insurance commissions for the three months ended September 30, 2007 increased $123,000 as compared to the same period in 2006 due to a shift in product mix. Management of The M Group continues to pursue new and build upon current relationships. The sales call program continues to expand to other financial institutions, which results in additional revenue for The M Group. However, the addition of another sales outlet for The M-Group can take up to a year or more to be completed.

Total non-interest income for the nine months ended September 30, 2007 compared to the same period in 2006 decreased $774,000. Excluding net securities gains, non-interest income would have remained stable as compared to the 2006 period. The decrease in non-interest income for the nine month period is the result of the same items noted in the three month discussion.

Non-interest income composition for the three and nine months ended September 30, 2007 and 2006 were as follows:

	For The Three Months Ended
	September 30, 2007				September 30, 2006				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Deposit service charges	$	546	27.2	%	$	596	25.0	%	$	(50	)	(8.4	)%
Securities gains, net	—		—		561		23.5		(561		)	(100.0	)
Bank owned life insurance	109		5.4		94		3.9		15			16.0
Gain on sale of loans	282		14.1		264		11.1		18			6.8
Insurance commissions	625		31.2		502		21.0		123			24.5
Other	444		22.1		370		15.5		74			19.9
Total non-interest income	$	2,006	100.0	%	$	2,387	100.0	%	$	(381	)	(16.0	)%

	For The Nine Months Ended
	September 30, 2007				September 30, 2006				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Deposit service charges	$	1,654	26.8	%	$	1,773	25.5	%	$	(119	)	(6.7	)%
Securities gains, net	619		10.0		1,385		20.0		(766		)	(55.3	)
Bank owned life insurance	310		5.0		272		3.9		38			14.0
Gain on sale of loans	654		10.6		624		9.0		30			4.8
Insurance commissions	1,613		26.2		1,732		25.0		(119		)	(6.9	)
Other	1,316		21.4		1,154		16.6		162			14.0
Total non-interest income	$	6,166	100.0	%	$	6,940	100.0	%	$	(774	)	(11.2	)%

Non-interest Expense

Total non-interest expense increased $316,000 for the three months ended September 30, 2007 compared to the same period of 2006. The increase in salaries and employee benefits was attributable to several items including standard cost of living wage adjustments for employees, new additions to our staff, and increased benefit costs. Occupancy expense increased due to the new branch in Montoursville, which opened in the third quarter of 2006, and increased cost of maintenance and property taxes. Other expenses increased primarily due to normal anticipated inflationary adjustments to ongoing business operating costs and the amortization related to a low income housing partnership that began operation during the fourth quarter of 2006.

Total non-interest expenses increased $755,000 for the nine months ended September 30, 2007 as compared to the same period of 2006. As noted above in the three month discussion, the new Montoursville branch in addition to normal increases in general business expenses and the amortization of a low income housing partnership, impacted the level of non-interest expenses.

Non-interest expense composition for the three and nine months ended September 30, 2007 and 2006 were as follows:

	For The Three Months Ended
	September 30, 2007				September 30, 2006				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Salaries and employee benefits	$	2,330	52.6	%	$	2,174	52.8	%	$	156		7.2	%
Occupancy, net	319		7.2		308		7.5		11			3.6
Furniture and equipment	267		6.0		309		7.5		(42		)	(13.6	)
Pennsylvania shares tax	160		3.6		151		3.7		9			6.0
Other	1,354		30.6		1,172		28.5		182			15.5
Total non-interest expense	$	4,430	100.0	%	$	4,114	100.0	%	$	316		7.7	%

	For The Nine Months Ended
	September 30, 2007				September 30, 2006				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Salaries and employee benefits	$	6,912	53.6	%	$	6,620	54.5	%	$	292		4.4	%
Occupancy, net	987		7.7		826		6.8		161			19.5
Furniture and equipment	850		6.6		894		7.4		(44		)	(4.9	)
Pennsylvania shares tax	482		3.7		447		3.7		35			7.8
Other	3,667		28.4		3,356		27.6		311			9.3
Total non-interest expense	$	12,898	100.0	%	$	12,143	100.0	%	$	755		6.2	%

Provision for Income Taxes

Income taxes decreased $451,000 and $889,000 for the three and nine month periods ended September 30, 2007 compared to the same periods of 2006. The effective tax rates for the three and nine months ended September 30, 2007 were 4.48% and 8.79%, respectively, as compared to 18.52% and 17.48% for the same periods of 2006. The decline in the effective tax rate is consistent with management’s repositioning of the investment portfolio from taxable investment securities to tax-exempt investment securities, additional tax credits related to investments in low income housing projects, and greater than anticipated tax losses on the housing projects. The current effective tax rate has resulted in a deferred tax asset due to the low income housing tax credits. Management has reviewed the deferred tax asset and has determined that the asset will be utilized within the appropriate carry forward period and therefore does not require a valuation allowance.

ASSET/LIABILITY MANAGEMENT

Cash and Cash Equivalents

Cash and cash equivalents decreased $2,130,000 from $15,373,000 at December 31, 2006 to $13,243,000 at September 30, 2007 primarily as a result of the following activities during the nine months ended September 30, 2007:

Loans Held for Sale

Activity regarding loans held for sale resulted in loan originations exceeding sale proceeds, less $654,000 in realized gains, by $2,787,000 for the nine months ended September 30, 2007.

Loans

Gross loans decreased $2,669,000 since December 31, 2006 due to the early payoff of several large commercial loans coupled with increased competition for commercial loans and a softening of the market.

The allocation of the loan portfolio, by category, as of September 30, 2007 and December 31, 2006 is presented below:

	September 30,		December 31,		Change
(In Thousands)	2007		2006		Amount			%
Commercial, financial, and agricultural	$	35,868	$	36,995	$	(1,127	)	(3.0	)%
Real estate mortgage:
Residential	162,163		158,219		3,944			2.5
Commercial	129,726		135,404		(5,678		)	(4.2	)
Construction	17,492		16,749		743			4.4
Installment loans to individuals	13,400		14,035		(635		)	(4.5	)
Less: Net deferred loan fees	934		1,018		(84		)	(8.3	)
Gross loans	$	357,715	$	360,384	$	(2,669	)	(0.7	)%

The recorded investment in loans for which impairment has been recognized in accordance with Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan, amounted to $1,195,000 at September 30, 2007, as compared to $574,000 at December 31, 2006. The valuation allowance related to impaired loans amounted to $98,000 at September 30, 2007 and $42,000 at December 31, 2006. The increase in impaired loans is primarily from a single commercial relationship that accounted for $523,000 of the increase, while the increase in valuation allowance is the result of a second commercial relationship that had a specific collateral weakness.

A loan is considered impaired, based on current information and events, if it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans is generally based on the present value of expected future cash flows discounted at the historical effective interest rate, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral.

Investments

The estimated fair value of the investment securities portfolio in total has increased $19,550,000 since December 31, 2006, while the amortized cost increased $25,613,000. The majority of the changes in value incurred within the state and municipal segment of the portfolio. The amortized cost position in state and political securities increased $6,115,000 as the Bank continued its strategy to build call protection, maintain taxable equivalent yields, reduce the effective federal

income tax rate, and invest in communities across the Commonwealth of Pennsylvania and the country. The amortized cost position of other debt securities increased $13,806,000 as the Bank began a leverage transaction to enhance earning asset yields in a softening loan market. The increased level of unrealized losses, which offset the increase in amortized cost, was the result of changes in the yield curve, not credit quality, as the credit quality of the portfolio remains sound.

The amortized cost of investment securities and their estimated fair values are as follows:

	September 30, 2007
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(In Thousands)	Cost		Gains		Losses			Value
Available for sale (AFS)
U.S. Government and agency securities	$	60,732	$	69	$	(714	)	$	60,087
State and political securities	110,773		561		(2,287		)	109,047
Other debt securities	15,799		36		(173		)	15,662
Total debt securities	187,304		666		(3,174		)	184,796
Equity securities	20,274		1,000		(1,312		)	19,962
Total investment securities AFS	$	207,578	$	1,666	$	(4,486	)	$	204,758

Held to maturity (HTM)
U.S. Government and agency securities	$	14	$	1	$	—		$	15
Other debt securities	262		1		—			263
Total investment securities HTM	$	276	$	2	$	—		$	278

	December 31, 2006
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(In Thousands)	Cost		Gains		Losses			Value
Available for sale (AFS)
U.S. Government and agency securities	$	54,949	$	24	$	(821	)	$	54,152
State and political securities	104,658		1,646		(358		)	105,946
Other debt securities	1,998		37		(11		)	2,024
Total debt securities	161,605		1,707		(1,190		)	162,122
Equity securities	20,353		2,883		(158		)	23,078
Total investment securities AFS	$	181,958	$	4,590	$	(1,348	)	$	185,200

Held to maturity (HTM)
U.S. Government and agency securities	$	26	$	2	$	—		$	28
Other debt securities	257		1		—			258
Total investment securities HTM	$	283	$	3	$	—		$	286

Financing Activities

Deposits

Total deposits increased 2.4% or $9,663,000 from December 31, 2006 to September 30, 2007. The mix of deposits has shifted from December 31, 2006 to September 30, 2007 as brokered deposits have decreased substantially and customer time deposits have increased. The shift is the result of the Bank strategically attracting short-term customer time deposits and utilizing the funds gathered to replace maturing brokered time deposits and higher cost short-term FHLB advances. The amount of brokered deposits is continuously monitored and is used to supplement deposits, not as a primary source of deposits.

Deposit balances and their changes for the periods being discussed follow:

	September 30, 2007				December 31, 2006				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Demand deposits	$	72,990	18.0	%	$	73,160	18.5	%	$	(170	)	(0.2	)%
NOW accounts	47,129		11.6		46,156		11.7		973			2.1
Money market deposits	22,295		5.5		23,137		5.9		(842		)	(3.6	)
Savings deposits	59,883		14.8		59,289		15.0		594			1.0
Time deposits	189,313		46.8		168,420		42.6		20,893			12.4
Time deposits - brokered	13,244		3.3		25,029		6.3		(11,785		)	(47.1	)
Total deposits	$	404,854	100.0	%	$	395,191	100.0	%	$	9,663		2.4	%

Borrowed Funds

Total borrowed funds increased 11.6% to $131,171,000 at September 30, 2007 as compared to $117,575,000 at December 31, 2006. The increase in borrowed funds is primarily the result of an investment portfolio leverage strategy that was initiated during September 2007. The leverage program at September 30, 2007 accounted for $20,000,000 in borrowings split evenly between short-term and long-term FHLB borrowings. Off setting the increase related to the leverage strategy were the previously discussed time deposit gathering campaigns that were utilized to provide funds to reduce the level of higher cost short-term borrowings and to assist in replacing long-term borrowing maturities. Long-term borrowings increased due to the maturity of four borrowings totaling $16,500,000 that carried an average rate of 3.99% offset by two new $10,000,000 FHLB borrowings that mature in 2017 and carry a rate of 4.28% and 4.15%, respectively.

	September 30, 2007				December 31, 2006				Change
(In Thousands)	Amount		% Total		Amount		% Total		Amount			%
Short-term borrowings:
FHLB repurchase agreements	$	12,870	9.8	%	$	18,706	15.9	%	$	(5,836	)	(31.2	)%
Short-term borrowings, FHLB	15,000		11.4		—		—		15,000			—
Securities sold under agreement to repurchase	16,923		12.9		15,991		13.6		932			5.8
Total short-term borrowings	44,793		34.1	%	34,697		29.5	%	10,096			29.1

Long-term borrowings, FHLB	86,378		65.9		82,878		70.5		3,500			4.2
Total borrowed funds	$	131,171	100.0	%	$	117,575	100.0	%	$	13,596		11.6	%

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.

Bank holding companies are required to comply with the Federal Reserve Board’s risk-based capital guidelines. 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. Specifically, each is required to maintain certain minimum dollar amounts and ratios of Total risk-based, Tier I risk-based, and Tier I leverage capital requirements. In addition to the capital requirements, the Federal Deposit Insurance Corporation Improvements Act (FDICIA) established five capital categories ranging from “well capitalized” to “critically undercapitalized.” To be classified as “well capitalized”, Total risk-based, Tier I risked-based, and Tier I leverage capital ratios must be at least 10%, 6%, and 5%, respectively.

Capital ratios as of September 30, 2007 and December 31, 2006 were as follows:

	2007				2006
(In Thousands)	Amount		Ratio		Amount		Ratio
Total Capital
(to Risk-weighted Assets)

Actual	$	72,574	18.6	%	$	73,098	20.5	%
For Capital Adequacy Purposes	31,149		8.0		28,515		8.0
To Be Well Capitalized	38,937		10.0		35,643		10.0

Tier I Capital
(to Risk-weighted Assets)

Actual	$	68,482	17.6	%	$	67,869	19.0	%
For Capital Adequacy Purposes	15,575		4.0		14,257		4.0
To Be Well Capitalized	23,362		6.0		21,386		6.0

Tier I Capital
(to Average Assets)

Actual	$	68,482	11.6	%	$	67,869	12.0	%
For Capital Adequacy Purposes	23,714		4.0		22,591		4.0
To Be Well Capitalized	29,643		5.0		28,239		5.0

Liquidity and Interest Rate Sensitivity

The asset/liability committee addresses the liquidity needs of the Company to ensure 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 for compliance within the limits cited:

1. Net Loans to Total Assets, 85% maximum

2. Net Loans to Total Deposits, 100% maximum

3. Cumulative 90 day Maturity GAP %, +/- 20% maximum

4. Cumulative 1 Year Maturity GAP %, +/- 20% maximum

Fundamental objectives of the Company’s asset/liability management process are to maintain adequate liquidity while minimizing interest rate risk. The maintenance of adequate liquidity

provides the Company with the ability to meet its financial obligations to depositors, loan customers, and shareholders. Additionally, it provides funds for normal operating expenditures and business opportunities as they arise. The objective of interest rate sensitivity management is to increase net interest income by managing interest sensitive assets and liabilities in such a way that they can be repriced in response to changes in market interest rates.

The Bank, like other financial institutions, must have sufficient funds available to meet its liquidity needs for deposit withdrawals, loan commitments and originations, and expenses. In order to control cash flow, the Bank estimates future flows of cash from deposits, loan payments, and investment security payments. The primary sources of funds are deposits, principal and interest payments on loans and investment securities, FHLB borrowings, and brokered deposits. Management believes the Bank has adequate resources to meet its normal funding requirements.

Management monitors the Company’s liquidity on both a long and short-term basis, thereby providing management necessary information to react to current balance sheet trends. Cash flow needs are assessed and sources of funds are determined. Funding strategies consider both customer needs and economical cost. Both short and long-term funding needs are addressed by maturities and sales of available for sale investment securities, loan repayments and maturities, and liquidating money market investments such as federal funds sold. The use of these resources, in conjunction with access to credit provides core ingredients to satisfy depositor, borrower, and creditor needs.

Management monitors and determines the desirable level of liquidity. Consideration is given to loan demand, investment opportunities, deposit pricing and growth potential, as well as the current cost of borrowing funds. The Company has a current borrowing capacity at the FHLB of $218,872,000. In addition to this credit arrangement, the Company has additional lines of credit with correspondent banks of $29,535,000. Management believes it has sufficient liquidity to satisfy estimated short-term and long-term funding needs. FHLB borrowings totaled $114,248,000 as of September 30, 2007.

Interest rate sensitivity, which is closely related to liquidity management, is a function of the repricing characteristics of the Company’s portfolio of assets and liabilities. Asset/liability management strives to match maturities and rates between loan and investment security assets with the deposit liabilities and borrowings that fund them. Successful asset/liability management results in a balance sheet structure which can cope effectively with market rate fluctuations. The matching process is affected by segmenting both assets and liabilities into future time periods (usually 12 months, or less) based upon when repricing can be effected. Repriceable assets are subtracted from repriceable liabilities, for a specific time period to determine the “gap”, or difference. Once known, the gap is managed based on predictions about future market interest rates. Intentional mismatching, or gapping, can enhance net interest income if market rates move as predicted. However, if market rates behave in a manner contrary to predictions, net interest income will suffer. Gaps, therefore, contain an element of risk and must be prudently managed. In addition to gap management, the Company has an asset/liability management policy which incorporates a market value at risk calculation which is used to determine the effects of interest rate movements on shareholders’ equity and a simulation analysis to monitor the effects of interest rate changes on the Company’s balance sheet.

There have been no substantial changes in the Company’s gap analyses or simulation analyses compared to the information provided in the Company’s Form 10-K for the year ended December 31, 2006.

Generally, management believes the Company is well positioned to respond in a timely manner when the market interest rate outlook changes.

Inflation

The asset and liability structure of a financial institution is primarily monetary in nature. Therefore, interest rates rather than inflation have a more significant impact on the Company’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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk for the Company is comprised primarily of interest rate risk exposure and liquidity risk. Interest rate risk and liquidity risk management is performed at the Bank level as well as the Company level. The Company’s interest rate sensitivity is monitored by management through selected interest rate risk measures produced by an independent third party. There have been no substantial changes in the Company’s gap analyses or simulation analyses compared to the information provided in the Annual Report on Form 10-K for the period ended December 31, 2006. Additional information and details are provided in the “Liquidity and Interest Rate Sensitivity” section of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Generally, management believes the Company is well positioned to respond in a timely manner when the market interest rate outlook changes.

Item 4. Controls and Procedures

An analysis was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Principal Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2007. There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2007, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There are no material changes to the risk factors set forth in Part I, Item 1A, “Risk Factors,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. Please refer to that section for disclosures regarding the risks and uncertainties related to the Company’s business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

	Total	Average		Total Number of	Maximum Number (or
	Number of	Price Paid		Shares (or Units)	Approximate Dollar Value)
	Shares (or	per Share		Purchased as Part of	of Shares (or Units) that
	Units)	(or Units)		Publicly Announced	May Yet Be Purchased
Period	Purchased	Purchased		Plans or Programs	Under the Plans or Programs

Month#1 (July 1-July 31, 2007)	6,000	$	34.06	6,000	133,570

Month#2 (August 1-August 31, 2007)	5,000	31.75		5,000	128,570

Month#3 (September 1-September 30, 2007)	—	—		—	128,570

On April 24, 2007, the Board of Directors extended the authorization to repurchase up to 197,000 shares, or approximately 5%, of the outstanding shares of the Company for an additional year to April 25, 2008. The repurchase plan was originally for a one year period expiring on April 25, 2007. To date, there have been 68,430 shares repurchased under this plan.

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

(3) (i)		Articles of Incorporation of the Registrant, as presently in effect (incorporated by reference to Exhibit 3(i) of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2006).
(3) (ii)		Bylaws of the Registrant’s as presently in effect (incorporated by reference to Exhibit 3(ii) of the Registrant’s Current Report on Form 8-K filed June 17, 2005).
(31) (i)		Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer.
(31) (ii)		Rule 13a-14(a)/Rule 15d-14(a) Certification of Principal Financial Officer.
(32) (i)		Certification of Chief Executive Officer Section 1350.
(32) (ii)		Certification of Principal Financial Officer Section 1350.

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 7, 2007	/s/ Ronald A. Walko
	Ronald A. Walko, President and Chief Executive Officer


Date: November 7, 2007	/s/ Brian L. Knepp
	Brian L. Knepp, Vice President of Finance (Principal Financial Officer)

EXHIBIT INDEX

Exhibit 31(i)		Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer
Exhibit 31(ii)		Rule 13a-14(a)/Rule 15d-14(a) Certification of Principal Financial Officer
Exhibit 32(i)		Section 1350 Certification of Chief Executive Officer
Exhibit 32(ii)		Section 1350 Certification of Principal Financial Officer

300 Market Street, Williamsport, Pennsylvania

17701-0967

Page

Number

13

31

31

PENNS WOODS BANCORP, INC. AND SUBSIDIARIES

Note 1. Basis of Presentation

Note 6. Reclassification of Comparative Amounts

Note 7. Employee Stock Purchase Plan

EARNINGS SUMMARY

The following table presents the adjustment to convert net interest income to net interest income on a fully taxable equivalent basis for the three and nine month periods ended September 30, 2007 and 2006.

The following table sets forth the respective impact that both volume and rate changes have had on net interest income on a fully taxable equivalent basis for the three and nine month periods ended September 30, 2007 and 2006:

Provision for Loan Losses

ASSET/LIABILITY MANAGEMENT

Cash and Cash Equivalents

Loans Held for Sale

Financing Activities

Deposits

Deposit balances and their changes for the periods being discussed follow:

Borrowed Funds

Capital

Liquidity and Interest Rate Sensitivity

Inflation

Part II. OTHER INFORMATION

Item 5. Other Information

SIGNATURES