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): January 24, 2008 (January 24, 2008)

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 January 24, 2008, Orrstown Financial Services, Inc. (OTCBB: ORRF) issued a press release announcing its 2007 annual earnings and the approval of the first quarter 2008 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 January 24, 2008.

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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: January 24, 2008	/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 January 24, 2008.

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EX-99.1

Section 2: EX – 99.1 (PRESS RELEASE)	EXHIBIT 99.1
	Filed by Orrstown Financial Services, Inc. Commission File No.: 033-18888

FOR IMMEDIATE RELEASE:

Contact:

Mark G. Bayer

VP, Director of Marketing

Phone 717.530.3545

mbayer@orrstown.com

77 East King Street | Shippensburg PA

Orrstown Financial Services, Inc. Reports 2007Annual Earnings and First Quarter 2008 Dividend

Shippensburg, PA (January 24, 2008) – Orrstown Financial Services, Inc. (OTC Bulletin Board: ORRF) has announced that net income for the year ended December 31, 2007 was $12,558,000, an 8.0% increase over the $11,632,000 earned during 2006. Primary earnings per share grew 4.3% from $1.87 during 2006 to $1.95 in 2007. Fourth quarter 2007 earnings were $3,048,000, or $.47 per share versus $2,984,000, or $.46 per share for the fourth quarter of 2006. This represents a 2.1% increase in fourth quarter earnings compared to the prior year.

During 2007, return on average assets, return on average equity and return on average tangible equity were 1.50%, 13.64% and 18.02%, respectively, versus 1.61%, 15.10% and 18.98% during 2006. Return on average assets, return on average equity and return on average tangible equity were 1.38%, 12.75% and 16.69%, respectively, for the fourth quarter of 2007 versus 1.48%, 13.44% and 18.06%, respectively, for the fourth quarter of 2006.

The Board of Directors approved a first quarter 2008 cash dividend of $.21 per share payable to shareholders of record on February 8, 2008. This represents an increase of 5.0% over the dividend of $.20 declared during the first quarter of 2007. The dividend will be paid on February 22, 2008. All per share amounts have been restated to reflect the 5% stock dividend paid in May 2007.

Commenting on the earnings and dividend, Kenneth R. Shoemaker, President and Chief Executive Officer of the company stated, “While the general financial markets are experiencing turbulent times, Orrstown continues to achieve solid earnings growth. Even though the quality of our loan portfolio remains pristine, we prepared for a potential downturn in the economy by increasing our loan loss provision during the fourth quarter which had an impact on overall earnings for the period. We are pleased to maintain the cash dividend at $.21 per share which reflects our continued strong performance”.

With over $880 million in assets, Orrstown Financial Services, Inc. and its subsidiary, Orrstown Bank, provide a full range of consumer and business financial services through twenty banking offices and two remote service facilities located in Cumberland, Franklin and Perry Counties, Pennsylvania and Washington County, Maryland. Orrstown Financial Services, Inc.’s stock is quoted on the NASDAQ Over-the-Counter Bulletin Board under the symbol ORRF.

A summary of financial highlights follows:

For Quarter Ended:	December 31, 2007			December 31, 2006			% Change
Net Income	$	3,048,000		$	2,984,000		+ 2.1	%
Primary Earnings Per Share	$	.47		$	.46		+ 2.2	%
Diluted Earnings Per Share	$	.45		$	.44		+ 2.3	%
Dividends Per Share	$	.21		$	.19		+ 10.3	%
Return on Assets		1.38	%		1.48	%
Return on Equity		12.75	%		13.44	%
Return on Tangible Assets		1.43	%		1.54	%
Return on Tangible Equity		16.69	%		18.06	%
For Twelve Months Ended:	December 31, 2007			December 31, 2006			% Change
Net Income	$	12,558,000		$	11,632,000		+ 8.0	%
Primary Earnings Per Share	$	1.95		$	1.87		+ 4.3	%
Diluted Earnings Per Share	$	1.86		$	1.79		+ 3.9	%
Dividends Per Share	$	.82		$	.7428		+ 10.4	%
Return on Assets		1.50	%		1.61	%
Return on Equity		13.64	%		15.10	%
Return on Tangible Assets		1.56	%		1.66	%
Return on Tangible Equity		18.02	%		18.98	%
Balance Sheet Highlights:	December 31, 2007			December 31, 2006			% Change
Assets	$	884,979,000		$	809,031,000		+ 9.4	%
Loans, Gross	$	701,964,000		$	618,827,000		+ 13.4	%
Deposits	$	646,356,000		$	638,719,000		+ 1.2	%
Equity	$	96,124,000		$	89,388,000		+ 7.5	%
Tangible Equity	$	74,756,000		$	67,821,000		+ 10.2	%

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.

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