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

DATE OF REPORT (Date of Earliest Event Reported): April 27, 2006 (April 27, 2006)

ORRSTOWN FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA

(State or other jurisdiction of incorporation)

033-18888	23-2530374
(Commission file number)	(IRS employer ID)

77 East King Street, Shippensburg, Pennsylvania	17257
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code – (717) 532-6114

NONE

(Former name, address and fiscal year, 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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On April 27, 2006, Orrstown Financial Services, Inc.(OTCBB: ORRF) (“Orrstown”) announced its first quarter earnings and an increase in its quarterly dividend.

A copy of the earnings release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On April 27, 2006, Orrstown also issued a press release announcing the authorization to repurchase up to 150,000, or approximately 2.8 percent, of its outstanding stock under a program approved by its board of directors.

A copy of the press release is filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1    Press Release dated April 27, 2006.

99.2    Press Release dated April 27, 2006.

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 thereunto duly authorized.

	Orrstown Financial Services, Inc.
Date: April 27, 2006		/s/ Kenneth R. Shoemaker
		Kenneth R. Shoemaker, President and
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated April 27, 2006.
99.2	Press Release dated April 27, 2006.

EX-99.1

EXHIBIT 99.1

Filed by Orrstown Financial Services, Inc.

Commission File No.: 033-18888

CONTACT:

Robert J. Gentry

Director of Marketing

717.530.3545 Phone

717.532.4099 Fax

FOR IMMEDIATE RELEASE

Orrstown Financial Services, Inc. Reports First Quarter

Earnings and Increases Quarterly Dividend

Shippensburg, PA (April 27, 2006) – Orrstown Financial Services, Inc. (OTC Bulletin Board: ORRF), the parent company of Orrstown Bank, has announced first quarter 2006 earnings of $2,498,000, or $.46 per share versus $2,171,000, or $.40 per share for the first quarter of 2005. This represents a 15.1% increase in first quarter earnings compared to the prior year.

The Board of Directors voted to increase the second quarter cash dividend to $.20 per share payable to shareholders of record on May 10, 2006. This represents an increase of 42.9% over the dividend of $.14 declared during the second quarter of 2005 and an 11.1% increase over the first quarter 2006 dividend of $.18. Year to date, 2006 dividends of $.38 are 39.0% ahead of 2005 dividends. All per share amounts have been restated to reflect the 5% stock dividend of June 2005. The dividend will be paid on May 24, 2006.

Return on average assets and return on average equity were 1.69% and 17.55 %, respectively, for the first quarter of 2006 versus 1.70% and 17.43%, respectively, for the first quarter of 2005. Assets of the company grew by 14.4% to $607 million from the first quarter of 2005 level of $531 million. The loan portfolio increased from $402 million to $473 million or 17.6% and deposits were up by 13.7% from $418 million to $476 million from the same quarter in 2005.

Kenneth R. Shoemaker, President and Chief Executive Officer stated, “We have begun the year on a very positive note and I am pleased that we are continuing the strong performance that has become a hallmark of Orrstown Financial. I have confidence that the team of associates we have assembled will continue our “tradition of excellence” that sets Orrstown apart from our competitors.”

With over $600 million in assets, Orrstown Financial Services, Inc. and its subsidiary, Orrstown Bank, provide a full range of consumer and business financial services through fifteen banking offices and four remote service facilities located in Cumberland and Franklin Counties of Pennsylvania and Washington County, Maryland. Orrstown Financial Services, Inc.’s stock is traded in the over-the-counter market under the symbol ORRF.

A summary of financial highlights follows:

For Quarter Ended:	March 31, 2006			March 31, 2005			% Change
Net Income	$	2,498,000		$	2,171,000		+15.1	%
Primary Earnings Per Share	$	.46		$	.40		+15.0	%
Diluted Earnings Per Share	$	.44		$	.39		+12.8	%
Return on Assets		1.69	%		1.70	%
Return on Equity		17.55	%		17.43	%
Balance Sheet Highlights:	March 31, 2006			March 31, 2005			% Change
Assets	$	607,590,000		$	531,011,000		+14.4	%
Loans, Gross	$	473,679,000		$	402,702,000		+17.6	%
Deposits	$	476,343,000		$	418,851,000		+13.7	%
Equity	$	58,678,000		$	50,553,000		+16.1	%

Certain statements in this release may constitute “forward looking statements” under the Private Securities Litigation Reform Act of 1995, which involve risk and uncertainties. Orrstown Financial’s actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, economic conditions, competition in the geographic and business areas in which Orrstown Financial conducts its operations, fluctuations in interest rates, credit quality, and government regulation.

EX-99.2

EXHIBIT 99.2

Filed by Orrstown Financial Services, Inc.

Commission File No.: 033-18888

CONTACT:

Robert J. Gentry

Director of Marketing

717.530.3545 Phone

717.532.4099 Fax

FOR IMMEDIATE RELEASE

Orrstown Financial Services, Inc. Announces Stock Repurchase Plan

Shippensburg, PA (April 27, 2006) – The Board of Directors of Orrstown Financial Services, Inc. (OTC Bulletin Board: ORRF), the parent company of Orrstown Bank, has announced the approval of a program to repurchase up to 150,000 shares or approximately 2.8 percent of its own stock from time to time as conditions allow. Orrstown Financial currently has approximately 5.4 million shares outstanding. The repurchase of any or all such shares may be commenced or suspended at any time without prior notice.

Kenneth R. Shoemaker, President and Chief Executive Officer stated that any repurchased shares would be used for various corporate purposes as well as capital management.

Orrstown Financial had assets of over $607 million as of March 31, 2006. With the previously approved purchase of The First National Bank of Newport scheduled to close May 1, 2006, Orrstown’s consolidated assets will be approximately $725 million. The First National Bank will operate as a subsidiary of Orrstown Financial with four offices in Perry County, Pennsylvania. Orrstown Bank has fifteen branches located in Cumberland and Franklin Counties of Pennsylvania and Washington County, Maryland.

Certain statements in this release may constitute “forward looking statements” under the Private Securities Litigation Reform Act of 1995, which involve risk and uncertainties. Orrstown Financial’s actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, economic conditions, competition in the geographic and business areas in which Orrstown Financial conducts its operations, fluctuations in interest rates, credit quality, and government regulation.