AMENDED AND RESTATED
ARTICLES OF INCORPORATION
ACNB CORPORATION

         FIRST:   The name of the Corporation is ACNB Corporation.

         SECOND:  The address of the Corporation's registered office in this
Commonwealth is 675 Old Harrisburg Road, Gettysburg, Adams County, Pennsylvania
17325.

         THIRD:   The purposes for which the Corporation is incorporated are to
have unlimited power to engage in and do any lawful act concerning any or all
lawful business for which corporations may be incorporated under the provisions
of the Business Corporation Law of the Commonwealth of Pennsylvania. The
Corporation is incorporated under the provisions of the Business Corporation Law
of the Commonwealth of Pennsylvania (Act of May 5, 1993, P. L. 364 as amended).

         FOURTH:  The aggregate number of shares which the Corporation shall
have authority to issue is: Twenty Million (20,000,000) shares of Common Stock
of the par value of $2.50 per share (the "Common Stock").

         FIFTH:   The term of existence of the Corporation is perpetual.

         SIXTH:   Intentionally Omitted.

         SEVENTH: Cumulative voting rights shall not exist with respect to the
election of Directors.

         EIGHTH: A. The Board of Directors may, if it deems it advisable, oppose
a tender, or other offer for the Corporation's securities, whether the offer is
in cash or in securities of a corporation or otherwise. When considering whether
to oppose an offer, the Board of Directors may, but it is not legally obligated
to, consider any pertinent issues; by way of illustration, but not of
limitation, the Board of Directors may, but shall not be legally obligated to,
consider any and all of the following:

1. Whether the offer price is acceptable based on the historical and present
operating results or financial condition of the corporation.

2. Whether a more favorable price could be obtained for the corporation's
securities in the future.

3. The impact which an acquisition of the Corporation would have on its
employees, depositors and customers of the Corporation and its subsidiaries in
the community which they serve.

4. The reputation and business practices of the offer or and its management and
affiliates as they would affect the employees, depositors and customers of the
corporation and its subsidiaries and the future value of the corporation's
stock.

5. The value of the securities, if any, which the offer or is offering in
exchange for the corporation's securities, based on an analysis of the worth of
the corporation as compared to the corporation or other entity whose securities
are being offered.

6. Any antitrust or other legal and regulatory issues that are raised by the
offer.




                  B. If the Board of Directors determines that an offer should
be rejected, it may take any lawful action to accomplish its purpose including,
but not limited to, any and all of the following: advising shareholders not to
accept the offer; litigation against the offer or; filing complaints with all
governmental and regulatory authorities; acquiring the corporation's securities;
selling or otherwise issuing authorized but unissued securities or treasury
stock or granting options with respect thereto; acquiring a company to create an
anti-trust or other regulatory problem for the offer or; and obtaining a more
favorable offer from another individual or entity.

         NINTH: No merger, consolidation, liquidation or dissolution of the
Corporation, or any action that would result in the sale or other disposition of
all or substantially all of the assets of the Corporation shall be valid unless
first approved by the affirmative vote of the holders of at least seventy-five
percent (75%) of the outstanding shares of Common Stock. This Article 9 may not
be amended unless first approved by the affirmative vote of the holders of at
least seventy-five percent (75%) of the outstanding shares of Common Stock.

         TENTH: Classification of Directors. The Directors shall be divided into
three (3) classes, as nearly equal in number as possible, known as Class 1,
consisting of not more than eight (8) Directors; Class 2, consisting of not more
than eight (8) Directors; and Class 3, consisting of not more than nine (9)
Directors. The initial Directors of Class shall serve until the third (3rd)
annual meeting of shareholders. At the third (3rd) annual meeting of the
shareholders, the Directors of Class 1 shall be elected for a term of three (3)
years and, after expiration of such term, shall thereafter be elected every
three (3) years for three (3) year terms. The initial Directors of Class 2 shall
serve until the second (2nd) annual meeting of the shareholders. At the second
(2nd) annual meeting of the shareholders, the Directors of Class 2 shall be
elected for a term of three (3) years and, after the expiration of such term,
shall thereafter be elected every three (3) years for three (3) year terms. The
initial Directors of Class 3 shall serve until the first (1st) annual meeting of
shareholders. At the first (1st) annual meeting of the shareholders the
Directors of Class 3 shall be elected for a term of three (3) years and, after
the expiration of such term, shall thereafter be elected every three (3) years
for three (3) years terms. Each Director shall serve until his/her successor
shall have been elected and shall qualify, even though his/her term of office as
herein provided has otherwise expired, except in the event of his/her earlier
resignation, removal or disqualification.

         ELEVENTH:The Board of Directors shall consist of not less than five (5)
nor more than twenty-five (25) shareholders, the exact number to be fixed and
determined from time to time by resolution of a majority of the shareholders at
any annual or special meeting thereof.

         TWELFTH: No holder of shares of any class or of any series of any class
shall have any preemptive right to subscribe for, purchase or receive any shares
of the corporation, whether now or hereafter authorized, or any obligations or
other securities convertible into or carrying options to purchase any such
shares of the corporation, or any options or rights to purchase any such shares
or securities, issued or sold by the corporation for cash or any other form of
consideration, and any such shares, securities or rights may be issued or
disposed of by the Board of Directors to such persons and on such terms as the
Board in its discretion shall deem advisable.