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

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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

FOR IMMEDIATE RELEASE:

Contact:

Bradley S. Everly

SVP, Chief Financial Officer

Phone 717.530.2604

77 East King Street | Shippensburg PA

Orrstown Financial Services, Inc. Announces First Quarter Earnings Up 13.5%

And Raises Quarterly Dividend

Shippensburg, PA (April 24, 2008) – Orrstown Financial Services, Inc. (OTC Bulletin Board: ORRF) is pleased to announce operating results for the first quarter of 2008, which ended on March 31, 2008.

Net income grew to $3,250,000, a 13.5% increase over the $2,863,000 earned during the first three months of 2007. Primary earnings per share were $.51 for first quarter 2008 compared to $.45 per share for first quarter 2007.

Net interest income for the first quarter of 2008 was $7,917,000, up 10.6% from the $7,160,000 realized during the first quarter of 2007. This increase was achieved despite a 10 basis point compression of net interest margin attributed to 1^st quarter decreases in the prime lending rate. Although our net interest margin decreased to 3.92%, 11.6% balance sheet growth from a year earlier translated into solid results. Equally important, non-interest income growth continued to outstrip non-interest expense increases, resulting in an outstanding first quarter efficiency ratio of 56.6%.

Key performance metrics also showed improvement in the first quarter of 2008 compared to the same quarter last year. Return on average assets, return on average equity and return on average tangible equity were 1.45%, 13.52% and 17.58%, respectively, versus 1.44%, 12.95% and 17.29% a year earlier.

The Board of Directors approved an increase in the second quarter cash dividend to $.22 per share payable to shareholders of record on May 9, 2008. This represents an increase of 10.0% over the dividend of $.20 declared during the second quarter of 2007. The dividend will be paid on May 23, 2008. Year to date, our dividend has increased 7.5% from $.40 to $.43 per share. All per share amounts have been restated to reflect the 5% stock dividend paid in May 2007.

Commenting on the first quarter results, Kenneth R. Shoemaker, President and Chief Executive Officer stated, “During these unsettled economic times, we are particularly pleased to report increased earnings performance. Orrstown continues to be one of the strongest banks in the state of Pennsylvania due to our relentless focus on our operating model and the dedication of our entire staff and Board of Directors.”

With over $915 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:	March 31, 2008			March 31, 2007			% Change
Net Income	$	3,250,000		$	2,863,000		+13.5	%
Primary Earnings Per Share	$	.51		$	.45		+13.3	%
Diluted Earnings Per Share	$	.48		$	.42		+14.3	%
Dividends Per Share	$	.21		$	.20		+5.0	%
Return on Assets		1.45	%		1.44	%
Return on Equity		13.52	%		12.95	%
Return on Tangible Assets		1.50	%		1.50	%
Return on Tangible Equity		17.58	%		17.29	%
Balance Sheet Highlights:	March 31, 2008			March 31, 2007			% Change
Assets	$	917,559,000		$	821,998,000		+11.6	%
Loans, Gross	$	721,234,000		$	636,257,000		+13.4	%
Deposits	$	667,104,000		$	642,539,000		+3.8	%
Equity	$	98,113,000		$	90,840,000		+8.0	%
Tangible Equity	$	76,789,000		$	69,335,000		+10.8	%

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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