PENNS WOODS BANCORP, INC. ANNOUNCES QUARTERLY DIVIDEND

Williamsport, PA February 25, 2005 - Ronald A. Walko, President and Chief Executive Officer of Penns Woods Bancorp, Inc., (Nasdaq:PWOD) has announced that the Company’s Board of Directors declared a First Quarter 2005 cash dividend of $0.45 per share. This dividend is payable March 28, 2005 to shareholders of record March 14, 2005.

The first quarter 2005 dividend represents a 28.6% increase over the first quarter 2004 dividend and a 9.8% increase over the regular fourth quarter 2004 dividend. The increase is the result of the Company’s intention to eliminate special dividends while continuing a history of providing a solid return to shareholders.

The Company’s Annual Shareholders Meeting is scheduled for Wednesday, April 27, 2005 at 1:00 PM at its 300 Market Street, Williamsport office.

Contact:

Ronald A. Walko (570) 322-1111 (888) 412-5772 (Toll-Free in Pennsylvania) jssb@jssb.com

Bank Names Vice President of Finance

Williamsport, PA February 1, 2005 - Brian L. Knepp has joined Jersey Shore State Bank as Vice President of Finance, according to Ronald A. Walko, President and CEO.

In his new position Knepp is responsible for the institution’s financial and accounting functions and SEC filings. He will also administer the bank’s asset/liability position, and the company’s investment portfolio.

With 7 years of banking experience, he holds a Bachelor of Science degree in accounting from Susquehanna University. He is a member of the Pennsylvania Institute of Certified Public Accountants, the American Institute of Certified Public Accountants, and the Loyal Order of Moose.

Jersey Shore State Bank is a wholly owned subsidiary of Penns Woods Bancorp, Inc., a bank holding company with $546,703 million in assets, with 12 offices in Centre, Lycoming and Clinton Counties. Investment and insurance products are also offered through the bank’s subsidiary, The Comprehensive Financial Group. Penns Woods Bancorp, Inc. stock trades on the NASDAQ National Market under the symbol PWOD.

Penns Woods Bancorp, Inc. Announces 2004 Earnings

January 12, 2005, Jersey Shore, PA - Mr. Ronald A. Walko, President and Chief Executive Officer, announced 2004 financial results for Penns Woods Bancorp, Inc. (PWOD), parent company of Jersey Shore State Bank.

Consolidated net income for the twelve months ended December 31, 2004 was $11,083,000 or $3.33 per basic and dilutive share compared to $11,174,000 or $3.35 per share for basic and dilutive share for the same period in 2003. Operating earnings, excluding tax adjusted net security gains of $1,436,000 from net income, were $9,647,000 for the fiscal year 2004 representing a 10.14% increase over operating earnings of $8,759,000 for the same period in 2003 excluding tax adjusted net security gains of $2,415,000.

Return on average assets (ROA) and return on average equity (ROE) for the twelve months ended December 31, 2004 were 2.06% and 15.49%. Total assets grew by $19,322,000 over the past twelve months to $546,703,000 with loans advancing by $48,677,000 to $324,505,000. During this same time period, total deposits grew 6.7% or $22,518,000 to $356,836,000.

Penns Woods Bancorp, Inc. recently paid a regular dividend of $.41 per share and a special dividend of $.30 per share, bringing the year to date total to $1.76 per share. This represents an 18% increase in our payout compared to the dividends paid in the four quarters of 2003. Shareholders’ equity per share was $22.03 at December 31, 2004. The high for PWOD stock was $50.12 and the low was $45.26 during the fourth quarter of 2004.

Penns Woods Bancorp, Inc. is the parent company of Jersey Shore State Bank, which operates twelve branch offices providing financial services in Lycoming, Clinton and Centre Counties. Investment and insurance products are offered through the bank’s subsidiary, The M Group, Inc. D/B/A The Comprehensive Financial Group.

THIS INFORMATION IS SUBJECT TO YEAR-END AUDIT ADJUSTMENT

Contact:

Ronald A. Walko (570) 322-1111 (888) 412-5772 (Toll-Free in Pennsylvania) jssb@jssb.com