Groundbreaking for Jersey Shore State Bank Montoursville Office Held

Williamsport, PA March 13, 2006 - Jersey Shore State Bank is one step closer to realizing its goal of having a branch office in Montoursville, PA. Bank President and CEO Ronald A. Walko presided over the ceremonial ground breaking ceremony at the site of the new office at 820 Broad Street.

Local dignitaries joined bank officials to launch construction of the 2,450 square foot facility “We have been strategically planning this move to Montoursville for a number of years, when the opportunity to build at this location occurred we knew it was time to move forward” stated Walko. The office will not only offer traditional deposit and loan products but will also offer investment and insurance services through Jersey Shore State Bank Financial Services. Once the office is operational 8 employees will work out of the location.

Contact:

Lori Strimple (570) 320-2056 (888) 412-5772 (Toll-Free in Pennsylvania) lori.strimple@jssb.com

PENNS WOODS BANCORP, INC. ANNOUNCES QUARTERLY DIVIDEND

Williamsport, PA February 28, 2006 - 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 2006 cash dividend of $0.42 per share. The dividend represents an increase of 11% over the first quarter 2005 dividend and a $0.01 increase over the fourth quarter 2005 dividend. The dividend is payable March 28, 2006 to shareholders of record March 14, 2006. “Our continued strong earnings performance has made it possible to maintain our strategic course of increasing shareholder value, in part, by providing a cash dividend that would result in a return on investment at or exceeding four percent,” commented Mr. Walko.

Contact:

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

Local Company Appoints New Director

Williamsport, PA February 21, 2006 - Leroy H. Keiler, III has been appointed to the boards of directors of Jersey Shore State Bank and the bank’s holding company, Penns Woods Bancorp, Inc., according to Ronald A. Walko, President and CEO.

A native of Jersey Shore, Pennsylvania, Keiler is a graduate of Messiah College and Dickenson School of Law. He is an attorney in Jersey Shore.

Active in the local community he is Chairman of the Jersey Shore Public Library Endowment Board; supportive of the local hospital he is also director/secretary of the Jersey Shore Hospital Board.

According to Walko, “Leroy is a positive addition to our boards of directors; he will add a fresh perspective to our business.”

Jersey Shore State Bank is a wholly owned subsidiary of Penns Woods Bancorp, Inc., a bank holding company with $568,668 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.

Three Promoted at Local Bank

Williamsport, PA - February 16, 2006 - Ronald A. Walko, President and CEO of Jersey Shore State Bank recently announced the recent promotions of three employees. Tomi-Jo Smith was promoted to Assistant Vice President/Call Center and Training Development; Aaron Cunningham was promoted to Assistant Vice President/Credit Risk Management and Lori Strimple was named Assistant Vice President/Marketing.

Tomi-Jo Smith, has been employed at the bank since 2000. She holds a Bachelor of Arts degree in Human Services and a Pennsylvania Instructional Teaching Certification from Lycoming College. She is currently pursuing a Masters degree in Instructional Technology from Bloomsburg University. She is a member of the bank’s championship American Red Cross Susquehanna Mini Indy 500 racing team, and is active with her church’s youth group.

Aaron Cunningham joined Jersey Shore State Bank in 1999. He holds a Bachelor of Science degree in Management with a concentration in economics and finance from Lock Haven University. He is currently working on an MBA from Bloomsburg University. In 2005 he graduated from the Pennsylvania Bankers Association Central Atlantic Advanced School of Banking.

Lori Strimple, was named the bank’s Marketing Coordinator in 1997. She holds a Bachelor of Science degree from Penn State and a MBA from Bloomsburg University. Active in the local community, she is a member of the Williamsport Rotary Club, and volunteers for the Lycoming County United Way.

Walko stated, “Placing employees in positions where their talents can be utilized is an important step in the future success of Jersey Shore State Bank.”

Jersey Shore State Bank is a wholly owned subsidiary of Penns Woods Bancorp, Inc., a bank holding company with $568,668 million in assets. 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.

USDA Presents Certificate of Appreciation to Local Bankers

Williamsport, PA - USDA Rural Development presented Certificates of Appreciation to loan originators Brenda Thompson and Elizabeth Gretzler from the State College branch office, Gail Rice from the Lock Haven branch office and Kim Walker from the Jersey Shore branch office for their participation in processing guaranteed loans to applicants who purchased homes using the USDA Rural Development’s Guaranteed Rural Housing Loan (GRH) program. Over 161 loan originators utilized the program in fiscal year 2005.

Overall, throughout Pennsylvania, 523 families purchased homes in fiscal year 2005, through this USDA Rural Development housing program. The program targets families in the low and moderate income levels. A family of four can earn as much as $66,700 and still qualify: however, the income limits will vary depending on the household size and area. The program’s most desirable feature is that no down payment is required. The program permits financing up to 100% of the appraisal plus the 2% guarantee fee. Other features of the GRH program include lower monthly payments and no private mortgage insurance requirement. Loans may be made on new or existing homes. There is no cap on the total mortgage amount, although the payments must be within the applicant’s repayment ability. The application processing is done by participating local lenders.

USDA, Rural Development serves as the lead federal agency for Rural Development needs by offering financial and technical assistance to individuals, businesses, and communities. USDA Rural Development programs include funding for day care centers, fire trucks, and other community facility projects; the purchase, construction or repair of homes; loans and guarantees to rural businesses to save or create jobs; and loans and grants for water and sewer utility projects.

Penns Woods Bancorp, Inc. Announces 2005 Fourth Quarter Earnings

NOTE: The following is a corrected copy of the fourth quarter earnings release of Penns Woods Bancorp, Inc.(Nasdaq: PWOD) The initial copy, dated January 20, 2006, inadvertently and incorrectly reported salary and benefits expense for the three months and twelve months ended December 31, 2005. The correct amount of salary and benefits expense for the three months and twelve months ended December 31, 2005 was $2,122,000 (not $1,997,000) and $8,445,000 (not $8,320,000). As a result of the correction, net income for the three and twelve months ended December 31, 2005 was $2,478,000 (not $2,560,000) and $10,901,000 (not $10,983,000), respectively. Basic and dilutive earnings per share for the three months ended December 31, 2005 were $.63 (not $.65) and basic and dilutive earnings per share for the twelve months ended December 31, 2005 were $2.75 (not $2.77) and $2.74 (not $2.76), respectively. A copy of the complete earnings release as corrected is set forth below.

Jersey Shore, PA - January 25, 2006 – Penns Woods Bancorp, Inc. (NASDAQ:PWOD) today reported net income for the three and twelve months ended December 31, 2005 of $2,478,000 and $10,901,000 compared to $2,780,000 and $11,083,000 for the same periods of 2004. Basic and dilutive earnings per share for the three months ended December 31, 2005 were $0.63 as compared to $0.70 for the three months ended December 31, 2004. The twelve months ended December 31, 2005 had basic and diluted earnings per share of $2.75 and $2.74 as compared to $2.78, basic and diluted, for the twelve months ended December 31, 2004. Return on average assets and return on average equity was 1.75% and 13.31% for the three months ended December 31, 2005 as compared to 2.03% and 15.19% for the corresponding periods of 2004. The twelve months ended December 31, 2005 earnings results correlate to a return on average assets and return on average equity of 1.97% and 14.54% as compared to 2.06% and 15.49% for the twelve months ended December 31, 2004.

Net income from core operations (“operating earnings”) for the three and twelve months ended December 31, 2005, excluding net security gains, were $2,256,000 and $9,456,000, respectively as compared to $2,357,000 and $9,647,000 for the same periods of 2004. Operating earnings for the year ended December 31, 2005 were impacted by additional bank-owned life insurance revenue of $196,000 related to a death benefit received during the year. Earnings for 2005 have also been impacted by the opening of our new North Atherton Street branch in State College in May 2005.

“Our insurance and investment product sales company, The M Group, continued to expand its market during 2005 by aligning with other banks and credit unions to serve the needs of their customers. The market area growth coupled with strong customer service has allowed the company to increase profitability since joining the Penns Woods’ family. In fact, The M Group reported record levels of revenue and net income for the twelve month period. We are pleased with the results of The M Group and look forward to the bright future ahead,” commented Ronald A. Walko, President and Chief Executive Officer of Penns Woods Bancorp, Inc.

The net interest margin decreased for the twelve months ended December 31, 2005 to 4.49% from 4.54% for the corresponding period of 2004. The decrease is due to several factors including a 40 basis point rise in the cost of time deposits in addition to a 120 basis point increase in the cost of short-term borrowings. The increase in the cost of time deposits and borrowings is directly related to the continued cycle of rate increases by the Federal Open Market Committee. Counteracting this increased cost was a shift in the investment portfolio to tax-exempt bonds that led to a tax equivalent yield on the investment portfolio of 5.55% for the twelve months ended December 31, 2005 or an increase over 2004 results of 46 basis points.

Total assets grew $21,965,000 or 4.0% to $568,668,000 at December 31, 2005. A continued emphasis on quality loan growth has led to an increase in the gross loan portfolio of $13,933,000 from December 31, 2004 to 2005. In addition to the loan growth, a significant investment in low-income housing was undertaken during 2005 as part of the company’s investment in the community.

“During the fourth quarter, we began preparing for the addition of a new branch in Montoursville during 2006. The branch will allow us to expand our presence in Lycoming County while increasing the convenience of banking with Jersey Shore State Bank for our existing customers located east of Williamsport. During the fourth quarter we evaluated and reorganized our product and service support departments. The realignment will ultimately allow the organization to improve efficiency while at the same time preparing our organization to better serve our customer’s needs in terms of new product development and support and delivery such as cash management services for our small business customers,” stated Mr. Walko.

Shareholders’ equity increased $754,000 to $73,919,000 at December 31, 2005 as earnings outpaced a decline in accumulated other comprehensive income of $3,481,000. The decrease in accumulated comprehensive income is a reflection of a decline in market value, unrealized gains and losses, for our investment portfolio at December 31, 2005 as compared to December 31, 2004. The current level of shareholders’ equity equates to a book value per share of $18.59 as compared to $18.36 at December 31, 2004. During the three months ended December 31, 2005 a dividend of $0.41 per share was paid to shareholders in addition to a 6 for 5 stock split that occurred in December of this year prior to the cash dividend payment. The dividend represented a 21% increase over the regular dividend paid during the comparable period of 2004 and an increase of 5% over the third quarter 2005 dividend. “During 2005 we strategically set out to increase shareholder value, in part, by providing a cash dividend for the year that would result in a return on investment at or exceeding four percent. Our continued strong earnings performance to date made it possible to accomplish this. Total cash dividends for the year increased from $1.47 per share in 2004 to $1.56 in 2005,” commented Mr. Walko. The range of closing prices for Penns Woods Bancorp, Inc. “PWOD” stock was between $36.67 and $39.76 during the three months ended December 31, 2005 and between $36.67 and $41.67 for the year ended December 31, 2005.

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.

NOTE: This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Management uses the non-GAAP measure of net income from core operations in its analysis of the company's performance. This measure, as used by PWOD, adjusts net income determined in accordance with GAAP to exclude the effects of special items, including significant gains or losses that are unusual in nature. Because certain of these items and their impact on PWOD's performance are difficult to predict, management believes presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of PWOD's core businesses. These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

This press release contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"). Management uses the non-GAAP measure of net income from core operations in its analysis of the company's performance. This measure, as used by PWOD, adjusts net income determined in accordance with GAAP to exclude the effects of special items, including significant gains or losses that are unusual in nature. Because certain of these items and their impact on PWOD's performance are difficult to predict, management believes presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of PWOD's core businesses. These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

This press release may contain certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements, which are other than statements of historical fact. PWOD cautions readers that the following important factors, among others, may have affected and could in the future affect actual results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of PWOD herein: (i) the effect of changes in laws and regulations, including federal and state banking laws and regulations, and the associated costs of compliance with such laws and regulations either currently or in the future as applicable; (ii) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies as well as by the Financial Accounting Standards Board, or of changes in the Company’s organization, compensation and benefit plans; (iii) the effect on PWOD’s competitive position within its market area of the increasing consolidation within the banking and financial services industries, including the increased competition from larger regional and out-of-state banking organizations as well as non-bank providers of various financial services; (iv) the effect of changes in interest rates; and (v) the effect of changes in the business cycle and downturns in the local, regional or national economies.

THIS INFORMATION IS SUBJECT TO YEAR-END AUDIT ADJUSTMENT

Click here for the complete press release with financial statements.

Contact:

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

Jersey Shore State Bank Announces Promotions

Williamsport, PA January 19, 2006 – Ronald A. Walko, President and CEO of Jersey Shore State Bank recently announced the promotions of several employees. Leslie Benshoff was promoted to Vice President; Mark Beatty was promoted to Assistant Vice President/Network and Telecommunications; and Stephanie Oakes was promoted to Assistant Vice President/Electronic Banking and Product Development and Sales.

Leslie Benshoff has been employed at the bank for over 22 years, most recently as an Assistant Vice President and Cashier. A graduate of the former Williamsport Area Community College she has an Associates degree in accounting and business management.

Mark Beatty has been employed at the bank for 10 years, most recently as an IT Officer. A graduate of Lock Haven University, he has a Bachelor of Science degree in Computer Science.

Stephanie Oakes is a graduate of Jersey Shore Senior High School. She is currently pursuing a Bachelor of Science degree in Business Administration at Penn State. Prior to joining the bank in 2004, Oakes worked for 11 years as a customer service representative and independent financial representative. She is licensed to sell life and health insurances as well as fixed and variable annuities, and also holds her Series 6 & 63 registrations.

According to Walko, “It is important to recognize employees who display talents that will benefit the future growth of Jersey Shore State Bank.”

Jersey Shore State Bank is a wholly owned subsidiary of Penns Woods Bancorp, Inc., a bank holding company with $570,419 million in assets. The bank has offices in Clinton, Lycoming and Centre 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.

Contact:

Lori Strimple ((570) 320-2056 lori.strimple@jssb.com