FORM 8-K

                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                            CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report (Date of earliest event reported) August 2, 1999

                        PENNS WOODS BANCORP, INC.
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                     (Name of Issuer in its charter)

         Pennsylvania                  0-17077              23-2226454
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(State or other jurisdiction of     (SEC File No.)       (I.R.S. Employer
incorporation or organization                          Identification No.)

115 South Main Street
Jersey Shore, PA                                           17740
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(Address of principal executive offices)                (Zip Code)

Issuer's telephone number,        (570) 398-2213
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                                       N/A
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(Former Name of former address, if changed since last report)


ITEM 4.  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

At its Board of Directors meeting on July 27, 1999, the Board of Directors of
the Registrant, upon the recommendation of its aduit committee, engaged the
accounting firm of S.R. Snodgrass, A.C. as independent accountants for
Registrant's fiscal year 1999.

During the two most recent fiscal years and the interim period subsequent to
June 30, 1999, there have been no disagreements with Parente, Randolf,
Orlando, Carey & Associates (PROCA) on any matter of accounting principles or
practice, financial statement disclosure, or auditing scope or procedure or
any reportable events.

PROCA's report on the financial statements for the past two years contained no
adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles.

The Registrant has requested a letter from PROCA addressed to the Securities
and Exchange Commission stating whether or not it agrees with the statements
made by the Registrant in repsonse to this item 4 and, if not, stating the
respect in which it does not agree.  The Registrant delivered a copy of this
Form 8-K report to PROCA on August 2, 1999.  The Restraint will file by
amendment, as an exhibit to this Form 8-K report a copy of such letter when it
is received.

SIGNATURE

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 hereunto duly authorized.

                                     PENNS WOODS BANCORP, INC.

Dated: August 2, 1999                /s/ Ronald A. Walko
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                                     Ronald A. Walko,  Executive
                                        Vice President and Chief Executive
                                       Officer