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, 2001 and the
related consolidated statements of income for the three months ended March 31,
2001 and 2000 and consolidated statements of comprehensive income for the three
months ended March 31, 2001 and 2000 and consolidated statements of cash flows
for the three months ended March 31, 2001 and 2000. 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 11, 2001