EXHIBIT 99


                         INDEPENDENT ACCOUNTANT'S REPORT


Board of Directors
Orrstown Financial Services, Inc.
Shipppensburg, Pennsylvania


         We have reviewed the accompanying consolidated balance sheet of
Orrstown Financial Services, Inc. and Subsidiary as of September 30, 2001 and
the related consolidated statements of income for the three and nine months
ended September 30, 2001 and 2000 and consolidated statements of comprehensive
income for the three and nine months ended September 30, 2001 and 2000 and
consolidated statements of cash flows for the nine months ended September 30,
2001 and 2000. These financial statements are the responsibility of the
corporation's management.

         We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the consolidated financial statements
taken as a whole. Accordingly, we do not express such an opinion.

         Based on our reviews, we are not aware of any material modifications
that should be made to the accompanying consolidated financial statements for
them to be in conformity with generally accepted accounting principles.






                                        /s/ Smith Elliott Kearns & Company, LLC

                                        SMITH ELLIOTT KEARNS & COMPANY, LLC


Chambersburg, Pennsylvania
November 9, 2001