Mail Stop 4561
      August 9, 2005

Ronald A. Walko
President and Chief Executive Officer
300 Market Street, P.O. Box 967
Williamsport, Pennsylvania 17703


      Re:	Penns Woods Bancorp, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		File No. 000-17077

Dear Mr. Walko:

   We have reviewed your filing and have the following comments.
We
have limited our review of your filing to the issue we have
addressed
in our comments.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

   Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.



Form 10-K for the year ended December 31, 2004:

Financial Statements

Report of Independent Registered Public Accounting Firm, page 31

1. Please amend your Form 10-K to include a signed opinion from
your
independent auditor.  Refer to Rule 2-02(a) of Regulation S-X.




Note 1 - Operations and Summary of Significant Accounting
Policies,
page 36

2. Please tell us and in future filings disclose the nature of the
insurance products you offer through The M Group.  Tell us whether
any of these products are offered as an integral part of your
lending
activities and if so, to what extent.

3. Please tell us your policy for recognizing insurance
commissions.
In light of the significance of insurance commissions to your
results
of operations, please disclose your related accounting policies in
future filings.

4. Please tell us how you considered the guidance of SAB Topic 13
and
address the following for each significant type of insurance
product:

* Explain the typical coverage period (i.e. monthly, annually,
etc);
* At what point of the transaction do you substantially complete
or
fulfill the contractual terms of the sales arrangement;
* When collection of the insurance commission is received (i.e.
up-
front, monthly, quarterly, etc);  and
* Whether any portion of the insurance commission refundable and
if
so, what the terms are.


   As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please file your response on EDGAR.  Please
understand that we may have additional comments after reviewing
your
response to our comments.

   We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

     	In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.  Please contact Nancy
Maloney Staff Accountant at (202) 551-3427 or me at (202) 551-3449
if
you have questions.

   							Sincerely,



Joyce Sweeney
Accounting Branch Chief




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Ronald A. Walko
Penns Woods Bancorp
August 9, 2005
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