8-K

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________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                            FORM 8-K

                         CURRENT REPORT

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

                          April 8, 2003
         Date of Report (Date of earliest event reported)

                      PENNS WOODS BANCORP, INC.
     (Exact name of registrant as specified in its charter)

      Pennsylvania                 000-17077         23-2226454
(State or other jurisdiction     (Commission       (IRS Employer
of incorporation)                 File Number)       Ident. No.)

 300 Market Street, P.O. Box 697, Williamsport, PA      17740
 (Address of principal executive offices)             (Zip Code)

                         (570) 322-1111
         Registrant's telephone number, including area code

     ___________________________N/A___________________________
  (Former name or former address, if changed since last report.)

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Item 7.  Financial Statements and Exhibits.

     (a)  Exhibits.

     The following exhibit is filed herewith:

     99.1  Press Release, dated April 8, 2003, of Penns Woods
           Bancorp, Inc.

Item 12.  Disclosure of Results of Operations
          and Financial Condition.

     On April 8, 2003, the Registrant issued the earnings press
release for the period ended March 31, 2003 filed herewith as
Exhibit 99.1, which is incorporated herein by reference.

                           SIGNATURES

     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:  April 8, 2003

                               By: /s/ Ronald A. Walko
                                     Ronald A. Walko
                                     President
                                     and Chief Executive Officer



                           EXHIBIT INDEX

Exhibit Number

     99.1        Press Release, dated April 8, 2003, of Penns
                 Woods Bancorp, Inc.

EX-99.1

                                                    Exhibit 99.1

     Penns Woods Bancorp, Inc. Announces 1st Quarter Earnings

     Mr. Ronald A. Walko, President and Chief Executive Officer
and Mr. Theodore H. Reich, Chairman Emeritus, announced first
quarter 2003 financial results for Penns Woods Bancorp, Inc.,
parent company of Jersey Shore State Bank.

     Consolidated net earnings for the three months ended
March 31, 2003 were $2,187,000 or $.72 per basic and dilutive
share.  This represents a 4.29% increase over the same period in
2002 when net earnings were $2,097,000 or $.69 per basic and
dilutive share.  Operating earnings, excluding net security
gains of $66,000, were $2,121,000 for the first three months of
2003 representing a 3.01% or $62,000 over the first quarter in
2002.

     Return on average assets and return on average equity at
March 31, 2003 were 1.87% and 13.49%, respectively.

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

     Previous press releases and additional information can be
obtained from the company's website at www.jssb.com.

THIS INFORMATION IS SUBJECT TO YEAR-END AUDIT ADJUSTMENT.

Williamsport, PA

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