ITEM 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On January 29, 2013, the Registrant's Board of Directors approved amendments to its Bylaws as follows:

1. Article II, Section 203 regarding share ownership for Directors was amended to require a minimum ownership of five hundred (500) shares of common stock of the Registrant; whereas, previously the requirement was a minimum of one thousand dollars ($1,000.00) par value or market value of stock of the Registrant.

2. Article II, Section 205(b) was amended to permit a Director who reaches the retirement age of seventy-two (72) to serve until the end of the calendar year or, if it is his or her director class's final year, until the annual meeting at which the class's term expires; whereas, previously the Director was prohibited from standing for election, if as of the date of election, he or she attained the retirement age of seventy-two (72).

3. Article II, Section 205(b) was amended to remove all references to Director Emeritus. Additionally, Article II, Section 212 and Article X,
Section 1014 were removed to eliminate the position of Director Emeritus.

4. Article II, Section 207 was amended to permit the Board of Directors to hold regular meetings on such dates and at such times as the Board shall determine.

5. Article VIII, Section 801 was amended to eliminate the ten (10) day notice requirement of any proposed amendment before the Board of Directors may amend the Bylaws.

Further, the Board of Directors adopted other technical amendments necessary to ensure consistency with the Registrant's subsidiary bylaws and in accordance with current law and practice. The amended and restated Bylaws are attached as Exhibit 3.2 and are incorporated in this Item 5.03 by reference.

ITEM 9.01 Financial Statements and Exhibits

(a) Financial Statements and Exhibits.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

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(d) Exhibits.

Exhibit Number Description

3.2 Amended and Restated Bylaws of ACNB Corporation.

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