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

November 22, 2011

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 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 22, 2011, the Board of Directors of Penns Woods Bancorp, Inc. amended Section 2.04 of the Corporation’s bylaws, which relates to director eligibility and mandatory retirement. Section 2.04 of the revised Bylaws provides that directors are not eligible to continue to serve as such beyond the date of the annual meeting of shareholders of the Corporation immediately following attainment of age seventy-five (75), and any director attaining age seventy-five (75) must resign effective as of the date of the immediately following annual meeting of shareholders. Prior to the amendment, Section 2.04 provided that directors were not eligible for re-election to the board of directors after attaining age seventy (70). A copy of Section 2.04 of the Bylaws as amended is attached hereto as Exhibit 3.2.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed herewith:

3(ii) Section 2.04 of Bylaws of Penns Woods Bancorp, Inc., as amended.

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 29, 2011

	By:	/s/ Brian L. Knepp
		Brian L. Knepp
		Chief Financial Officer