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

October 26, 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, P.O. Box 967, Williamsport, Pennsylvania		17703-0967
(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 October 26, 2005, the Company issued a press release announcing that its Board of Directors had declared a six for five stock split on its common stock payable November 18, 2005 to shareholders of record at the close of business November 4, 2005.  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 filed herewith:

99.1         Press release of Penns Woods Bancorp, Inc., dated October 26, 2005, announcing a six for five stock split.

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:  November 1, 2005
	By:	/s/   Ronald A. Walko
			Ronald A. Walko
			President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number
99.1	Press release of Penns Woods Bancorp, Inc., dated October 26, 2005, announcing a six for five stock split

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EX-99.1

Exhibit 99.1

Press Release – For Immediate Release

October 26, 2005

Contact:

Penns Woods Bancorp, Inc.

Mr. Ronald A. Walko

President and Chief Executive Officer

115 South Main Street

Jersey Shore, PA 17740

570-322-1111

PENNS WOODS BANCORP, INC. ANNOUNCES STOCK SPLIT

Jersey Shore, PA – Ronald A. Walko, President and Chief Executive Officer of Penns Woods Bancorp, Inc., (NASDAQ:PWOD) has announced that the Company’s Board of Directors approved a 6 for 5 stock split on October 25, 2005.  The split will increase shares outstanding by 20% or approximately 663,917 shares. Total outstanding shares after the split will total approximately 3,983,506.  The split is payable November 18, 2005 to shareholders of record November 4, 2005.  Cash will be paid in lieu of fractional shares.

Ronald A. Walko, President and Chief Executive Officer of Penns Woods Bancorp, Inc., stated that, “Over the years Penns Woods Bancorp, Inc. has been recognized as one of the top performing community banks in the country.  We feel that the stock split will provide additional shareholder value, while increasing the attractiveness of the stock.”

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