8-K

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

July 27, 2005

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 of incorporation)	(Commission File Number)	(IRS Employer Ident. No.)
300 Market Street, Williamsport, Pennsylvania		17701
(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.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Item 8.01        Other Events.

On July 27, 2005, Penns Woods Bancorp, Inc. issued a press release announcing the extension of its previously announced stock repurchase program for an additional year to August 8, 2006.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01        Financial Statements and Exhibits.

(c)           Exhibits:

The following exhibit is furnished herewith:

99.1  Press release of Penns Woods Bancorp, Inc., dated July 27, 2005.

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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:  July 28, 2005
	By:	/s/  Brian L. Knepp
		Brian L. Knepp
		Vice President of Finance

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EXHIBIT INDEX

Exhibit Number
99.1	Press Release, dated July 27, 2005, of Penns Woods Bancorp, Inc.

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EX-99.1

Exhibit 99.1

Penns Woods Bancorp, Inc. Announces Extension Of Stock Repurchase Program

Jersey Shore, PA, July 27, 2005 - Ronald A. Walko, President and CEO of Penns Woods Bancorp, Inc., (NASDAQ: PWOD) has announced that the Company’s Board of Directors authorized the extension of its repurchase plan of up to 171,600 shares, or approximately 5%, of the Company’s outstanding common stock for an additional year to August 8, 2006.

To date, 119,291, or 69% of the total 171,600 shares of Penns Woods Bancorp, Inc. have been repurchased.

Repurchases are authorized to be made by Penns Woods Bancorp, Inc. from time to time at the prevailing market prices in open market or in privately negotiated transactions as, in management’s sole opinion, market conditions warrant.  Shares repurchased will be held in Treasury.

The repurchase of shares will allow Penns Woods Bancorp, Inc. to manage its capital position more effectively, increase earnings per share and provide added liquidity for stockholders.

Penns Woods Bancorp, Inc. is a $575,739 million bank holding company headquartered in Jersey Shore, Pennsylvania.  Banking services are provided by its subsidiary, Jersey Shore State Bank, from 12 branch offices in Lycoming, Clinton 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.

Previous press releases and additional information can be obtained from the company’s web site at www.jssb.com.

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