Exhibit 99.1

Press Release — For Immediate Release

April 18, 2011

Penns Woods Bancorp, Inc. Reports Record First Quarter 2011 Operating Earnings

Williamsport, PA — Penns Woods Bancorp, Inc. (NASDAQ:PWOD) today reported that net income from core operations (“operating earnings”), which is a non-GAAP measure of net income excluding net securities gains and losses, increased to $2,770,000 for the three months ended March 31, 2011 compared to $2,450,000 for the same period of 2010.  Operating earnings per share for the three months ended March 31, 2011 were $0.72 basic and dilutive compared to $0.64 basic and dilutive for the same period of 2010 or an increase of 12.5%.  Operating earnings for the three months ended March 31, 2011 were positively impacted by continued emphasis on core deposit growth, an increasing net interest margin, and expense control.  A reconciliation of the non-GAAP financial measures of operating earnings, operating return on assets, operating return on equity, and operating earnings per share described in this paragraph to the comparable GAAP financial measures is included at the end of this press release.

Net income, as reported under U.S. generally accepted accounting principles, for the three months ended March 31, 2011 was $2,853,000 compared to $2,448,000 for the same period of 2010.  Results for the three month period ended March 31, 2011 compared to 2010 were impacted by an increase in after-tax securities gains of $85,000 (from a loss of $2,000 to a gain of $83,000).  Basic and dilutive earnings per share for the three months ended March 31, 2011 were $0.74 compared to $0.64 for the corresponding period of 2010.  Return on average assets and return on average equity were 1.65% and 16.62% for the three months ended March 31, 2011 compared to 1.42% and 14.31% for the corresponding period of 2010.

The net interest margin for the three months ended March 31, 2011 was 4.89% compared to 4.49% for the corresponding period of 2010.  Contributing to the increased net interest margin is the significant growth in lower cost core deposits, which has led to the average rate paid on interest bearing liabilities decreasing 50 basis points (bp) for the three months ended March 31, 2011 compared to the same period of 2010.  In addition, the average rate paid on time deposits decreased 58 bp for the three months ended March 31, 2011 compared to the same period of 2010.  The liability rate decreases are primarily the result of Federal Open Market Committee (FOMC) actions to maintain low interest rates in addition to lower cost core deposit growth to 64.9% of total deposits at March 31, 2011 compared to 58.4% at March 31, 2010.  The duration of the time deposit portfolio, which was shortened over the past several years, is now being lengthened due to the apparent bottoming or near bottoming of deposit rates.  FHLB long-term borrowings have been reduced by $15,000,000 since March 31,

2010 with cash on hand being utilized to pay off the borrowings.  An additional $10,500,000 of FHLB long-term borrowings at an average rate of 4.60% will be maturing during the latter part of 2011.  “We continue to manage the balance sheet to not only generate current returns, but to also prepare for a period of increasing interest rates.  Quality loans that possess a fair risk/return trade-off and complement the overall earning asset portfolio are being added to the portfolio.  The investment portfolio duration is being shortened with purchased bonds primarily having a final maturity of less than seven years.  On the liability side of the balance sheet we have been able to reduce borrowings due to continued growth in the deposit portfolio.  We have also taken actions to begin lengthening the time deposit portfolio with emphasis on time deposit maturities of greater than two years,” commented Richard A. Grafmyre, President and Chief Executive Officer of Penns Woods Bancorp, Inc.

Total assets decreased $2,418,000 to $693,337,000 at March 31, 2011 compared to March 31, 2010.  Net loans have remained stable from March 31, 2010 to 2011 as the economic environment has in general provided fewer loan opportunities.  Housing, transportation, and all other facets related to the Marcellus Shale natural gas exploration are creating loan opportunities and we are aggressively attempting to attract those loans that meet and/or exceed our credit standards.  The general economic issues of the state and nation are impacting our loan credit quality ratios, although we continue to compare favorably to other members of the financial industry.  Our nonperforming loans to total loans ratio has increased to 1.86% at March 31, 2011 from 0.56% at March 31, 2010.  The increase in nonperforming loans is primarily the result of an increase in commercial loan delinquencies.  The increase is centered on several loans that either are in a secured position and have sureties with a strong underlying financial position or have a specific allocation for any impairment recorded within the allowance for loan losses.  Loan recoveries outpaced charges-offs for the three month period ended March 31, 2011 resulting in net recoveries of $5,000.  The allowance for loan losses was increased to 1.61% of total loans at March 31, 2011 due to the general economic uncertainty and an increase in nonperforming loans.  The investment portfolio increased $3,571,000 from March 31, 2010 to March 31, 2011 due to the purchase of short maturity bonds that have been utilized to reduce the portfolio duration and to provide current cash flow.

Deposits have grown 1.5% or $7,677,000 to $528,717,000 at March 31, 2011 compared to March 31, 2010, with core deposits (total deposits excluding time deposits) increasing $38,985,000.  “Our continued focus on customer service coupled with a shift to targeted marketing is the driving factors behind the deposit growth.  With a focus on building relationships, we have targeted money market accounts as a key building block.  This can be highlighted by the 14.1% growth in money market accounts and 12.8% growth in core deposits.  Over the past year, time deposits have decreased as we have taken a position of using these accounts as complementary accounts to core deposits.  To facilitate this strategy we are actively working single product

time deposit relationships to create a solid relationship through the addition of other products to the customer’s portfolio,” commented Mr. Grafmyre.

Shareholders’ equity increased $1,026,000 to $68,998,000 at March 31, 2011 compared to March 31, 2010.   Accumulated other comprehensive loss increased by $3,286,000 as a result of an increase in unrealized losses on available for sale securities from an unrealized loss of $3,212,000 at March 31, 2010 to an unrealized loss of $6,005,000 at March 31, 2011.  Accumulated other comprehensive loss was also impacted by the change in net excess of the projected benefit obligation over the market value of the plan assets of the defined benefit pension plan resulting in an increase in the net loss of $493,000.  The current level of shareholders’ equity equates to a book value per share of $17.99 at March 31, 2011 compared to $17.73 at March 31, 2010 and an equity to asset ratio of 9.95% at March 31, 2011 compared to 9.77% at March 31, 2010.  Excluding accumulated other comprehensive loss, book value per share was $20.18 at March 31, 2011 compared to $19.06 at March 31, 2010.  Dividends paid to shareholders were $0.46 for the three months ended March 31, 2011 and 2010.

“Our capital position continues to provide a solid foundation for organic growth, while also providing sufficient capital for opportunities that may arise.  We will continue to maintain a dividend policy and stock repurchase plan that follow our strategic plan, while maintaining a “well capitalized” regulatory capital position,” commented Mr. Grafmyre.

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 contains financial information determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).  Management uses the non-GAAP measure of net income from core operations in its analysis of the company’s performance. This measure, as used by the Company, adjusts net income determined in accordance with GAAP to exclude the effects of special items, including significant gains or losses that are unusual in nature such as net securities gains and losses. Because certain of these items and their impact on the Company’s performance are difficult to predict, management believes presentation of financial measures excluding the impact of such items provides useful supplemental information in evaluating the operating results of the Company’s core businesses. These disclosures should not be viewed as a substitute for net income determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

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.  For a list of other factors which could affect the Company’s results, see the Company’s filings with the Securities and Exchange Commission, including “Item 1A.  Risk Factors,” set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

You should not place undue reliance on any forward-looking statements.  These statements speak only as of the date of this press release, even if subsequently made available by the Company on its website or otherwise.  The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

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

Contact:	Richard A. Grafmyre, President and Chief Executive Officer
	300 Market Street
	Williamsport, PA 17701
	570-322-1111	e-mail: jssb@jssb.com

THIS INFORMATION IS SUBJECT TO YEAR-END AUDIT ADJUSTMENT

PENNS WOODS BANCORP, INC.

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	March 31,
(In Thousands, Except Share Data)	2011			2010			% Change
ASSETS
Noninterest-bearing balances	$	10,950		$	20,335		-46.2	%
Interest-bearing deposits in other financial institutions	554			89			522.5	%
Total cash and cash equivalents	11,504			20,424			-43.7	%
Investment securities, available for sale, at fair value	220,877			217,252			1.7	%
Investment securities held to maturity (fair value of $53 and $108)	53			107			-50.5	%
Loans held for sale	4,818			4,364			10.4	%
Loans	412,093			409,919			0.5	%
Less: Allowance for loan losses	6,640			4,864			36.5	%
Loans, net	405,453			405,055			0.1	%
Premises and equipment, net	7,634			8,013			-4.7	%
Accrued interest receivable	3,638			3,531			3.0	%
Bank-owned life insurance	15,640			15,062			3.8	%
Investment in limited partnerships	4,040			4,756			-15.1	%
Goodwill	3,032			3,032			0.0	%
Deferred tax asset	11,554			9,069			27.4	%
Other assets	5,094			5,090			0.1	%
TOTAL ASSETS	$	693,337		$	695,755		-0.3	%
LIABILITIES
Interest-bearing deposits	$	433,439		$	440,127		-1.5	%
Noninterest-bearing deposits	95,278			80,913			17.8	%
Total deposits	528,717			521,040			1.5	%
Short-term borrowings	15,636			12,978			20.5	%
Long-term borrowings, Federal Home Loan Bank (FHLB)	71,778			86,778			-17.3	%
Accrued interest payable	694			990			-29.9	%
Other liabilities	7,514			5,997			25.3	%
TOTAL LIABILITIES	624,339			627,783			-0.5	%
SHAREHOLDERS’ EQUITY
Common stock, par value $8.33, 10,000,000 shares authorized; 4,016,233 and 4,013,663 shares issued	33,468			33,447			0.1	%
Additional paid-in capital	18,078			18,020			0.3	%
Retained earnings	32,180			27,901			15.3	%
Accumulated other comprehensive loss:
Net unrealized loss on available for sale securities	(6,005		)	(3,212		)	-87.0	%
Defined benefit plan	(2,413		)	(1,920		)	-25.7	%
Less: Treasury stock at cost, 180,596 and 179,028 shares	(6,310		)	(6,264		)	-0.7	%
TOTAL SHAREHOLDERS’ EQUITY	68,998			67,972			1.5	%
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	693,337		$	695,755		-0.3	%

PENNS WOODS BANCORP, INC.

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

	Three Months Ended
	March 31,
(In Thousands, Except Per Share Data)	2011		2010			% Change
INTEREST AND DIVIDEND INCOME:
Loans including fees	$	6,288	$	6,330		-0.7	%
Investment securities:
Taxable	1,375		1,349			1.9	%
Tax-exempt	1,267		1,258			0.7	%
Dividend and other interest income	52		52			0.0	%
TOTAL INTEREST AND DIVIDEND INCOME	8,982		8,989			-0.1	%
INTEREST EXPENSE:
Deposits	1,194		1,710			-30.2	%
Short-term borrowings	57		64			-10.9	%
Long-term borrowings, FHLB	734		917			-20.0	%
TOTAL INTEREST EXPENSE	1,985		2,691			-26.2	%
NET INTEREST INCOME	6,997		6,298			11.1	%
PROVISION FOR LOAN LOSSES	600		300			100.0	%
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	6,397		5,998			6.7	%
NON-INTEREST INCOME:
Deposit service charges	503		510			-1.4	%
Securities gains (losses), net	125		(3		)	4266.7	%
Bank-owned life insurance	174		171			1.8	%
Gain on sale of loans	249		182			36.8	%
Insurance commissions	209		264			-20.8	%
Other	685		572			19.8	%
TOTAL NON-INTEREST INCOME	1,945		1,696			14.7	%
NON-INTEREST EXPENSE:
Salaries and employee benefits	2,632		2,737			-3.8	%
Occupancy, net	348		331			5.1	%
Furniture and equipment	308		304			1.3	%
Pennsylvania shares tax	172		169			1.8	%
Amortization of investments in limited partnerships	166		142			16.9	%
Other	1,362		1,303			4.5	%
TOTAL NON-INTEREST EXPENSE	4,988		4,986			0.0	%
INCOME BEFORE INCOME TAX PROVISION	3,354		2,708			23.9	%
INCOME TAX PROVISION	501		260			92.7	%
NET INCOME	$	2,853	$	2,448		16.5	%
EARNINGS PER SHARE - BASIC	$	0.74	$	0.64		15.6	%
EARNINGS PER SHARE - DILUTED	$	0.74	$	0.64		15.6	%
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC	3,835,295		3,834,296			0.0	%
WEIGHTED AVERAGE SHARES OUTSTANDING - DILUTED	3,835,295		3,834,448			0.0	%
DIVIDENDS PER SHARE	$	0.46	$	0.46		0.0	%

PENNS WOODS BANCORP, INC.

AVERAGE BALANCES AND INTEREST RATES

	For the Three Months Ended
	March 31, 2011						March 31, 2010
(Dollars in Thousands)	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate
ASSETS:
Tax-exempt loans	$	20,377	$	308	6.13	%	$	17,346	$	292	6.83	%
All other loans	399,599		6,085		6.18	%	394,957		6,137		6.30	%
Total loans	419,976		6,393		6.17	%	412,303		6,429		6.32	%
Taxable securities	114,740		1,427		4.97	%	106,645		1,400		5.25	%
Tax-exempt securities	103,108		1,920		7.45	%	107,013		1,906		7.12	%
Total securities	217,848		3,347		6.15	%	213,658		3,306		6.19	%
Interest bearing deposits	2,002		—		0.00	%	7,569		1		0.05	%
Total interest-earning assets	639,826		9,740		6.14	%	633,530		9,736		6.20	%
Other assets	53,883						55,410
TOTAL ASSETS	$	693,709					$	688,940
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Savings	$	66,510	35		0.21	%	$	62,282	53		0.35	%
Super Now deposits	69,177		83		0.49	%	63,046		109		0.70	%
Money market deposits	109,196		265		0.98	%	87,186		287		1.34	%
Time deposits	188,561		811		1.74	%	220,214		1,261		2.32	%
Total interest-bearing deposits	433,444		1,194		1.12	%	432,728		1,710		1.60	%
Short-term borrowings	19,207		57		1.20	%	14,745		64		1.76	%
Long-term borrowings, FHLB	71,778		734		4.09	%	86,778		917		4.23	%
Total borrowings	90,985		791		3.48	%	101,523		981		3.87	%
Total interest-bearing liabilities	524,429		1,985		1.53	%	534,251		2,691		2.03	%
Demand deposits	91,473						78,039
Other liabilities	9,155						8,245
Shareholders’ equity	68,652						68,405
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	693,709					$	688,940
Interest rate spread					4.61	%					4.17	%
Net interest income/margin			$	7,755	4.89	%			$	7,045	4.49	%

	For the Three Months Ended
	March 31,
	2011		2010
Total interest income	$	8,982	$	8,989
Total interest expense	1,985		2,691
Net interest income	6,997		6,298
Tax equivalent adjustment	758		747
Net interest income (fully taxable equivalent)	$	7,755	$	7,045

	Quarter Ended
(Dollars in Thousands, Except Per Share Data)	3/31/2011			12/31/2010			9/30/2010			6/30/2010			3/31/2010
Operating Data
Net income	$	2,853		$	2,861		$	2,848		$	2,772		$	2,448
Net interest income	6,997			6,848			6,758			6,590			6,298
Provision for loan losses	600			750			700			400			300
Net security gains (losses)	125			11			109			56			(3		)
Non-interest income, ex. net security gains (losses)	1,820			1,874			1,761			1,952			1,699
Non-interest expense	4,988			4,812			4,704			4,990			4,986
Performance Statistics
Net interest margin	4.89		%	4.66		%	4.56		%	4.56		%	4.49		%
Annualized return on average assets	1.65		%	1.63		%	1.60		%	1.58		%	1.42		%
Annualized return on average equity	16.62		%	15.56		%	15.51		%	15.76		%	14.31		%
Annualized net loan charge-offs to avg loans	0.00		%	0.18		%	0.26		%	0.21		%	0.09		%
Net (recoveries) charge-offs	(5		)	193			268			217			93
Efficiency ratio	56.6		%	55.2		%	55.2		%	58.4		%	62.4		%
Per Share Data
Basic earnings per share	$	0.74		$	0.75		$	0.74		$	0.72		$	0.64
Diluted earnings per share	0.74			0.75			0.74			0.72			0.64
Dividend declared per share	0.46			0.46			0.46			0.46			0.46
Book value	17.99			17.37			19.64			18.42			17.73
Common stock price:
High	40.08			41.26			33.15			34.50			34.03
Low	35.46			31.97			29.41			26.76			30.04
Close	38.93			39.80			33.05			30.42			33.55
Weighted average common shares:
Basic	3,835			3,835			3,834			3,834			3,834
Fully Diluted	3,835			3,835			3,834			3,834			3,834
End-of-period common shares:
Issued	4,016			4,016			4,015			4,014			4,014
Treasury	181			181			181			181			179

	Quarter Ended
(Dollars in Thousands, Except Per Share Data)	3/31/2011			12/31/2010			9/30/2010			6/30/2010			3/31/2010
Financial Condition Data:
General
Total assets	$	693,337		$	691,688		$	713,496		$	710,291		$	695,755
Loans, net	405,453			409,522			407,394			406,913			405,055
Intangibles	3,032			3,032			3,032			3,032			3,032
Total deposits	528,717			517,508			534,170			529,981			521,040
Noninterest-bearing	95,278			89,347			92,128			87,979			80,913
Savings	69,095			64,258			66,763			66,789			64,255
NOW	70,763			67,505			66,957			65,802			64,362
Money Market	108,104			107,123			105,147			101,301			94,725
Time Deposits	185,477			189,275			203,175			208,110			216,785
Total interest-bearing deposits	433,439			428,161			442,042			442,002			440,127
Core deposits*	343,240			328,233			330,995			321,871			304,255
Shareholders’ equity	68,998			66,620			75,323			70,603			67,972
Asset Quality
Non-performing assets	$	12,900		$	6,215		$	6,918		$	6,646		$	3,863
Non-performing assets to total assets	1.86		%	0.90		%	0.97		%	0.94		%	0.56		%
Allowance for loan losses	6,640			6,035			5,479			5,047			4,864
Allowance for loan losses to total loans	1.61		%	1.45		%	1.33		%	1.23		%	1.19		%
Allowance for loan losses to non-performing loans	51.47		%	97.10		%	79.20		%	75.94		%	125.91		%
Non-performing loans to total loans	3.13		%	1.50		%	1.68		%	1.61		%	0.94		%
Capitalization
Shareholders’ equity to total assets	9.95		%	9.63		%	10.56		%	9.94		%	9.77		%

* Core deposits are defined as total deposits less time deposits

Reconciliation of GAAP and non-GAAP Financial Measures

	Three Months Ended
	March 31,
(Dollars in Thousands, Except Per Share Data)	2011		2010
GAAP net income	$	2,853	$	2,448
Less: securities gains (losses), net of tax	83		(2		)
Non-GAAP operating earnings	$	2,770	$	2,450

	Three Months Ended
	March 31,
	2011		2010
Return on average assets (ROA)	1.65	%	1.42	%
Less: securities gains (losses), net of tax	0.05	%	0.01	%
Non-GAAP operating ROA	1.60	%	1.41	%

	Three Months Ended
	March 31,
	2011		2010
Return on average equity (ROE)	16.62	%	14.31	%
Less: securities gains (losses), net of tax	0.48	%	-0.02	%
Non-GAAP operating ROE	16.14	%	14.33	%

	Three Months Ended
	March 31,
	2011		2010
Basic earnings per share (EPS)	$	0.74	$	0.64
Less: securities gains (losses), net of tax	0.02		0.00
Non-GAAP basic operating EPS	$	0.72	$	0.64

	Three Months Ended
	March 31,
	2011		2010
Dilutive EPS	$	0.74	$	0.64
Less: securities gains (losses), net of tax	0.02		0.00
Non-GAAP dilutive operating EPS	$	0.72	$	0.64