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

DATE OF REPORT (Date of Earliest Event Reported): October 26, 2006 (October 26, 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))

ORRSTOWN FINANCIAL SERVICES, INC.

FORM 8-K

Item 2.02 Results of Operations and Financial Condition.

On October 26, 2006, Orrstown Financial Services, Inc. (OTCBB: ORRF) issued a press release announcing its 2006 third quarter and year to date earnings and the approval of the fourth quarter dividend.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release issued October 26, 2006.

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ORRSTOWN FINANCIAL SERVICES, INC.

FORM 8-K

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: October 26, 2006	/s/ Kenneth R. Shoemaker
	Kenneth R. Shoemaker, President and
	Chief Executive Officer

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ORRSTOWN FINANCIAL SERVICES, INC.

FORM 8-K

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued October 26, 2006.

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EX-99.1

EXHIBIT 99.1

Section 2: EX – 99.1 (PRESS RELEASE)

               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 Third Quarter

Earnings and Fourth Quarter Dividend

Shippensburg, PA (October 26, 2006) – Orrstown Financial Services, Inc. (OTC Bulletin Board: ORRF) has announced third quarter 2006 earnings of $3,004,000, or $.49 per share versus $2,762,000, or $.51 per share for the third quarter of 2005. This represents an 8.8% increase in third quarter earnings compared to the prior year. Net income for the nine months ended September 30, 2006 was $8,648,000, or a 15.4% increase over the $7,493,000 earned during the first nine months of 2005. Primary earnings per share grew 6.5% from $1.39 during the first nine months of 2005 to $1.48 in 2006.

Return on average assets, return on average equity and return on average tangible equity were 1.52%, 13.92% and 18.64%, respectively, for the third quarter of 2006 versus 1.92%, 20.04% and 20.71%, respectively, for the third quarter of 2005. For the first nine months of 2006, return on average assets, return on average equity and return on average tangible equity were 1.66%, 15.77% and 19.14%, respectively, versus 1.84%, 19.11% and 19.68% during 2005.

The Board of Directors approved a fourth quarter cash dividend of $.20 per share payable to shareholders of record on November 8, 2006. This represents an increase of 25.0% over the dividend of $.16 declared during the fourth quarter of 2005. Through four quarters 2006, dividends of $.78 per share are 33.8% ahead of 2005 dividends of $.583. The dividend will be paid on November 21, 2006.

Kenneth R. Shoemaker, President and Chief Executive Officer of the company stated, “We remain committed to providing our customers with the best banking experience possible in the markets we serve. Our recent pattern of strong but profitable growth has continued through the third quarter as we generated rates of return well in excess of industry averages.”

With over $780 million in assets, Orrstown Financial Services, Inc. and its subsidiaries, Orrstown Bank and The First National Bank of Newport, provide a full range of consumer and business financial services through twenty banking offices and four remote service facilities located in Cumberland, Franklin and Perry 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.

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A summary of financial highlights follows:

For Quarter Ended:	September 30, 2006			September 30, 2005			% Change
Net Income	$	3,004,000		$	2,762,000		+ 8.8	%
Primary Earnings Per Share	$	.49		$	.51		- 3.9	%
Diluted Earnings Per Share	$	.47		$	.49		- 4.1	%
Dividends Per Share	$	.20		$	.15		+ 33.3	%
Return on Assets		1.52	%		1.92	%
Return on Equity		13.92	%		20.04	%
Return on Tangible Equity		18.64	%		20.71	%
For Nine Months Ended:	September 30, 2006			September 30, 2005			% Change
Net Income	$	8,648,000		$	7,493,000		+ 15.4	%
Primary Earnings Per Share	$	1.48		$	1.39		+ 6.5	%
Diluted Earnings Per Share	$	1.42		$	1.33		+ 6.8	%
Dividends Per Share	$	.58		$	.4233		+ 37.0	%
Return on Assets		1.66	%		1.84	%
Return on Equity		15.77	%		19.11	%
Return on Tangible Equity		19.14	%		19.68	%
Balance Sheet Highlights:	September 30, 2006			September 30, 2005			% Change
Assets	$	783,830,000		$	581,180,000		+ 34.9	%
Loans, Gross	$	604,762,000		$	439,206,000		+ 37.7	%
Deposits	$	625,141,000		$	452,288,000		+ 38.2	%
Equity	$	87,343,000		$	55,219,000		+ 58.2	%
Tangible Equity	$	65,714,000		$	53,261,000		+ 23.4	%

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 Financials 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.

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