8-K

UNITED STATES

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 28, 2009

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 April 28, 2009, Penns Woods Bancorp, Inc. (the “Company”) announced that the Board of Directors extended the previously announced stock repurchase plan for up to 197,000 shares of common stock, or approximately 5% of the Company’s outstanding shares, for an additional year to April 30, 2010.  The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01               Financial Statements and Exhibits.

(d)           Exhibits:

99.1Press release, dated April 28, 2009, of Penns Woods Bancorp, Inc. announcing the extension of the stock repurchase plan.

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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:  April 29, 2009
	By:	/s/  Brian L. Knepp
		Brian L. Knepp
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated April 28, 2009, of Penns Woods Bancorp, Inc. announcing the extension of the stock repurchase plan

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EX-99.1

Exhibit 99.1

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

Jersey Shore, PA, April 28, 2009 - Ronald A. Walko, President and CEO of Penns Woods Bancorp, Inc., (NASDAQ: PWOD) has announced that the Company’s Board of Directors has authorized the extension of its repurchase plan of up to 197,000 shares, or approximately 5%, of the outstanding shares of the Company for an additional year to April 30, 2010.  To date, 118,656, or 60% of the total 197,000 shares have been repurchased.

Repurchases are authorized to be made by the Company from time to time at the prevailing market prices on the open market, in block trades or in privately negotiated transactions as, in management’s opinion, market conditions warrant.  Shares repurchased will be held in Treasury.

“The repurchase plan serves as a tool that assists the Company in managing its capital position effectively and provides added liquidity for shareholders,” commented Mr. Walko.  “The repurchase plan, in addition to our cash dividend rate, provides a strong base to meet our objective to provide an acceptable return to our shareholders.”

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 may contain certain “forward-looking statements” including statements concerning plans, objectives, future events or performance and assumptions and other statements, which are statements other than statements of historical fact.  The Company 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 the Company 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 the Company’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.

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

Contact:	Ronald A. Walko, President and Chief Executive Officer
	300 Market Street
	Williamsport, PA 17701
	570-322-1111	email-jssb@jssb.com