Item 8.01 Other Events.

On April 28, 2009, Penns Woods Bancorp, Inc. (the "Company") announced that the Board of Directors extended the previously announced stock repurchase plan for up to 197,000 shares of common stock, or approximately 5% of the Company's outstanding shares, for an additional year to April 30, 2010. The press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1 Press release, dated April 28, 2009, of Penns Woods Bancorp, Inc. announcing the extension of the stock repurchase plan.

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