Exhibit

We consent to the incorporation by reference in Registration Statements File No. 333-205722, File No. 333-134585, and File No. 333-58682 on Form S-8 of Penns Woods Bancorp, Inc. of our report dated March 13, 2018, relating to our audit of the consolidated financial statements and internal control over financial reporting, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K of Penns Woods Bancorp, Inc. for the year ended December 31, 2017.