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 March 31, 2000, and
the related consolidated statements of income and cash
flows for the three-month periods ended March 31, 2000 and 1999,
and the consolidated statement of changes in shareholders' equity
for the three-month period ended March 31, 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
May 11, 2000