PARENTE, RANDOLPH, ORLANDO, CAREY & ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

Penns Woods Bancorp, Inc.
Jersey Shore, Pennsylvania

     We hereby consent to the inclusion of our opinion
dated January 16, 1998 on the Company's 1997 consolidated
financial statements in the Company's 1997 Annual Report
to Stockholders. 

[S]PARENTE, RANDOLPH, ORLANDO, CAREY & ASSOCIATES

Williamsport, Pennsylvania
January 16, 1998