EXHIBIT 99


                         INDEPENDENT ACCOUNTANT'S REPORT


Board of Directors
Orrstown Financial Services, Inc.
Shippensburg, Pennsylvania


     We have reviewed the accompanying consolidated balance sheet of Orrstown
Financial Services, Inc. and Subsidiary as of March 31, 2000 and the related
consolidated statements of income for the three months ended March 31, 2000 and
1999 and consolidated statements of comprehensive income for the three months
ended March 31, 2000 and 1999 and consolidated statements of cash flows for the
three months ended March 31, 2000 and 1999. These financial statements are the
responsibility of the corporation's management.

     We conducted our reviews 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 consolidated financial statements
taken as a whole. Accordingly, we do not express such an opinion.

     Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements for them to
be in conformity with generally accepted accounting principles.




                                        /s/ Smith Elliott Kearns & Company, LLC
                                        ---------------------------------------
                                        SMITH ELLIOTT KEARNS & COMPANY, LLC




Chambersburg, Pennsylvania
May 10, 2000