POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints
each of Sonya E.  Scott,  Kimberly  R. Yale,  Jacqueline  C.  Herman or Cathy A.
Shreckengast of Penns Woods Bancorp,  Inc.,  signing singly,  the  undersigned's
true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned,  in the undersigned's capacity
as an officer  and/or  director of Penns Woods  Bancorp,  Inc. (the  "Company"),
Forms 3, 4, and 5 in accordance  with Section 16(a) of the  Securities  Exchange
Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the  undersigned  which
may be  necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments  thereto,  and timely file such
form(s)  with the United  States  Securities  and  Exchange  Commission  and any
exchange or similar authority; and

(3)  take any  other  action  of any  type  whatsoever  in  connection  with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's sole discretion.

The  undersigned  hereby  grants to each such  attorney-in-fact  full  power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  Power of  Attorney  and the  rights  and  powers  herein
granted. The undersigned acknowledges that the foregoing  attorneys-in-fact,  in
serving in such  capacity at the request of the  undersigned,  are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the  Securities  Exchange  Act of 1934  ("Section  16"),  and
neither such  attorney-in-fact,  nor the Company,  shall bear any  liability for
acting or  failing  to act in respect  of the  undersigned's  obligations  under
Section 16.

This  Power of  Attorney  shall  remain  in full  force  and  effect  until  the
undersigned is no longer  required to file Forms 3, 4, and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
foregoing attorneys-in-fact.

IN WITNESS  WHEREOF,  the  undersigned  has caused  this Power of Attorney to be
executed as of this 11th day of May, 2004.


                                                /s/ Jay H. McCormick
                                               ---------------------
                                               Jay H. McCormick