UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                            SCHEDULE 14AR INFORMATION


           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No.   )

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[  ]  Definitive Additional Materials
[  ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-
                                     12
                        ORRSTOWN FINANCIAL SERVICES, INC.
  ----------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
  ----------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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                    [Orrstown Financial Services, Inc. Logo]




Orrstown Financial Service, Inc.
77 East King Street
Shippensburg, PA  17257

                              April 2, 2004



Dear Shareholder,

      You  are  invited  to attend the 2004 Annual Meeting  of  Shareholders  of
Orrstown  Financial Services, Inc. to be held on Tuesday, May 4, 2004  beginning
at 9:00 a.m.  The meeting will be held in the King Street Conference Room of the
Orrstown   Bank   Administrative  Center  located  at  77  East   King   Street,
Shippensburg, Pennsylvania.

     A Notice of the Annual Meeting, Proxy Statement and Proxy are enclosed with
this  mailing.   You are encouraged to review this material and complete,  sign,
date  and  return  the  Proxy  in the postage-paid  envelope  provided.   It  is
important  for you to return the Proxy regardless of whether you plan to  attend
the  Annual  Meeting.  I also invite you to review the enclosed  Annual  Report,
which includes details of the success achieved by your company during 2003.



                              Sincerely,





                              Kenneth R. Shoemaker
                              President and Chief Executive Officer



                    [Orrstown Financial Services, Inc. Logo]





Orrstown Financial Services, Inc.
77 East King Street
Shippensburg, Pennsylvania  17257

                                   April 2, 2004



                    Notice of Annual Meeting of Shareholders

      The  Annual  Meeting of Shareholders of Orrstown Financial Services,  Inc.
will  be  held  on  Tuesday,  May 4, 2004, at 9:00  a.m.,  in  the  King  Street
Conference  Room of the Orrstown Bank Administrative Center located at  77  East
King  Street,  Shippensburg, Pennsylvania, to consider and take  action  on  the
following matters:

     1.  Elect  three  directors to Class B for three year terms  expiring
          in 2007;

      2. Approve  an  amendment  to  the  Articles  of  Incorporation   to
         increase the number of authorized shares of the Company's  common
         stock from 10 million shares to 50 million shares; and

     3. Transact  such  other  business as may properly  come  before  the
         meeting.

      Your  Board of Directors recommends a vote "FOR" the election as directors
to  Class B of the three nominees listed in the enclosed Proxy Statement  and  a
vote  "FOR" the proposed amendment to the Articles of Incorporation to  increase
the  number  of authorized shares of common stock from 10 million shares  to  50
million shares.

      This Notice of Annual Meeting of Shareholders, the Proxy Statement and the
enclosed  Proxy card are being sent to shareholders of record at  the  close  of
business on March 25, 2004.






                                   Denver L. Tuckey
                                   Secretary

TABLE OF CONTENTS                                           Page

Annual Meeting Information                                    1

     Who is entitled to vote?                                 1
     On what am I voting?                                     1
     How does the Board of Directors recommend I vote
        on the proposals?                                     2
     How do I vote?                                           2
     What is a quorum?                                        2
     What vote is required to approve each proposal?          2
     Who will count the vote?                                 3
     What is the deadline for shareholder proposals for next
        year's Annual Meeting?                                3
     How are proxies being solicited?                         3

Share Ownership of Certain Beneficial Owners                  3

Share Ownership of Management                                 4

     Section 16(a) Beneficial Ownership Reporting Compliance  5

Item 1- Election of Directors                                 5

     Biographical Summaries of Nominees and Directors         6
     Executive Officers                                       8
     Board Committees and Meeting Attendance                  8
     Audit Committee Report                                  10
     Compensation of Directors                               11
     Report on Executive Compensation                        12
     Company Performance                                     14
     Executive Compensation                                  16
               Summary of Compensation                       16
                Option Grants in 2003                        17
                Aggregated Option Exercises in 2003
                  and Year-end Option Values                 18
                Retirement Benefits                          18
              Change in Control Agreement                    19
     Transactions with Management                            20
     Independent Certified Public Accountants                20
     Shareholder Communications with the Board of Directors  21

Item 2 - Approve Amendment to Articles of Incorporation      21

     Proposed Amendment                                      21
     Reasons for the Proposed Increase in Common Shares      22
     Effective Date                                          23
     Vote Required                                           23
     Board Recommendation                                    23






                        ORRSTOWN FINANCIAL SERVICES, INC.
                               77 East King Street
                        Shippensburg, Pennsylvania 17257


                                 PROXY STATEMENT



Annual Meeting Information

      This  proxy  statement contains information about the  Annual  Meeting  of
Shareholders  of  Orrstown Financial Services, Inc. to be held Tuesday,  May  4,
2004, beginning at 9:00 a.m., in the King Street Conference Room of the Orrstown
Bank  Administrative  Center  located  at 77  East  King  Street,  Shippensburg,
Pennsylvania,  and  at any adjournments or postponements of  the  meeting.   The
proxy  statement  was  prepared  at the direction  of  the  Company's  Board  of
Directors  to  solicit your proxy for use at the Annual  Meeting.   It  will  be
mailed to shareholders on or about April 2, 2004.

Who is entitled to vote?

      Shareholders owning Company common stock on March 25, 2004 are entitled to
vote  at  the Annual Meeting or any adjournment or postponement of the  meeting.
Each shareholder has one vote per share on all matters to be voted on.  On March
1, 2004 there were 5,097,249 shares of Common Stock outstanding.

On what am I voting?

     You will be asked to:

     1. Elect 3 directors to Class B for three year terms expiring in 2007; and

     2. Approve  an  amendment to the Articles of Incorporation to increase  the
        number  of  authorized shares of common stock from 10 million shares  to
        50 million shares.

The  Board  of  Directors is not aware of any other matters to be presented  for
action at the meeting.  If any other matter requiring a vote of the shareholders
would  be  presented  at  the meeting, the proxies will vote  according  to  the
directions of Company management.
How does the Board of Directors recommend I vote on the proposals?

     The Board of Directors recommends:

     1. A  vote  FOR the election of each of the three nominees as directors  to
        Class B; and

     2. A  vote  FOR  approval of the amendment to the Articles of Incorporation
        to  increase  the number of authorized shares of common  stock  from  10
        million shares to 50 million shares.

How do I vote?

     Sign and date each proxy form you receive and return it in the postage-paid
envelope  provided.  If you sign your proxy form but do not mark  your  choices,
your proxies will vote for:

       *   the three persons nominated for election as directors to Class B; and

       *   approval of the amendment to the Articles of Incorporation to
           increase the number of authorized shares of common stock from 10
           million shares to 50 million shares.

     You  may revoke your proxy at any time before it is exercised.  To  do  so,
you  must give written notice of revocation to the Secretary, Orrstown Financial
Services,  Inc., 77 East King Street, Shippensburg, Pennsylvania  17257,  submit
another properly signed proxy with a more recent date, or vote in person at  the
meeting.

What is a quorum?

      A  "quorum" is the presence at the meeting, in person or by proxy, of  the
holders of a majority of the outstanding shares.  There must be a quorum for the
meeting  to  be  held.  Abstentions are counted for purposes of determining  the
presence  or  absence  of a quorum, but are not considered  a  vote  cast  under
Pennsylvania  law.   Brokers holding shares in street name for  their  customers
generally are not entitled to vote on certain matters unless they receive voting
instructions  from  their customers.  Such shares for  which  brokers  have  not
received voting instructions from their customers are called "broker non-votes."
Under Pennsylvania law broker non-votes will be counted to determine if a quorum
is  present with respect to any matter to be voted upon by shareholders  at  the
meeting  only  if such shares have been voted at the meeting on  another  matter
other than a procedural motion.

What vote is required to approve each proposal?

      In the election of directors, the three nominees for election as directors
to Class B receiving the highest number of votes will be elected to the Board of
Directors.



     The  affirmative vote a majority of the votes cast is required  to  approve
the  amendment  to  the  Articles of Incorporation to  increase  the  number  of
authorized shares of common stock from 10 million shares to 50 million shares.

Who will count the vote?

      The Judges of Election appointed by the Board of Directors will count  the
votes cast in person or by proxy at the Annual Meeting.

What is the deadline for shareholder proposals for next year's Annual Meeting?

      Shareholders  may submit proposals on matters appropriate for  shareholder
action  at  future annual meetings by following the rules of the Securities  and
Exchange Commission and the Company's By-laws.  Proposals intended for inclusion
in  next  year's proxy statement and proxy card must be received by the  Company
not  later  than  November 30, 2004.  All proposals should be addressed  to  the
Secretary of the Company.

How are proxies being solicited?

      In addition to solicitation by mail, the officers, directors and employees
of  the  Company  may,  without  additional  compensation,  solicit  proxies  by
telephone  or  personal interview.  Brokers and other custodians,  nominees  and
fiduciaries  will be requested to forward soliciting material to the  beneficial
owners  of  Common  Stock held by such persons and will  be  reimbursed  by  the
Company  for  their  expenses.  The cost of soliciting proxies  for  the  Annual
Meeting will be born by the Company.

Share Ownership of Certain Beneficial Owners

     The Company does not know of any person who beneficially owned more than 5%
of the Company's Common Stock on March 1, 2003, except as shown in the following
table:



                                      
Name and address of       Common Stock           Percent of
  Beneficial Owner     Beneficially Owned           Class

Orrstown Bank             799,437 (1)              15.68%
77 East King Street
Shippensburg, PA 17257

-----------------------------------------------------------------

(1)  Shares held directly by the Bank, or by way of its nominees,
in  its trust department as fiduciary for certain trusts, estates
and  agency accounts that beneficially own the shares.  The  Bank
shares  voting  power as to 419,327 of these  shares  but,  as  a
matter of policy, votes such shares solely in accordance with the
directions,  if  any, of the persons with whom it  shares  voting
power.   The  Bank has sole voting power as to 138,991  of  these
shares  and,  subject to the provisions of governing  instruments
and/or in accordance with applicable provisions of fiduciary law,
may  vote  such shares in what it reasonably believes to  be  the
best  interest of the respective trust, estate or agency  account
for  which it holds such shares.  As a matter of policy, however,
the Bank does not vote shares for which it has sole voting power.
The  Bank  does not have the right to vote the remaining  241,119
shares and disclaims beneficial ownership of such shares.

Share Ownership of Management

      The  following  table shows the number of shares of Company  Common  Stock
beneficially  owned by each incumbent director, each nominee and each  executive
officer named in the Summary Compensation Table appearing on page 15, and by all
of the incumbent directors, nominees and executive officers of the Company as  a
group,  as  of March 1, 2004.  Except as otherwise indicated, sole voting  power
and sole investment power with respect to the shares shown in the table are held
either  by  the individual alone or by the individual together with his  or  her
spouse.
    
                     
           Name               Common Stock
                           Beneficially Owned
                                 (1)(2)

    Anthony F. Ceddia               4,473
    Jeffrey W. Coy                 29,194
    Jeffrey W. Embly               18,332
    Bradley S. Everly              17,152
    Philip E. Fague                22,183
    Stephen C. Oldt                19,566
    Andrea Pugh                    19,217
    Gregory Rosenberry             34,110
    Kenneth          R.            50,532
    Shoemaker
    Glenn W. Snoke                 11,479
     

    
                     
                              Common Stock
           Name            Beneficially Owned
                                 (1)(2)
    Denver L. Tuckey             10,612
    John S. Ward                  4,811
    Joel R. Zullinger            27,071
    Directors,                  293,493
    nominees
    and
    executiveofficers
    as a group (17
    persons
    including those
    named
    above)
     
-----------------------------------------------------------------------------

(1) On  March  1,  2004,  none  of the individuals  named  in  the  above  table
    beneficially owned more than 1% of the outstanding shares of Company  Common
    Stock.   On  that  date,  all  of  the incumbent  directors,  nominees,  and
    executive officers as a group beneficially owned approximately 5.63% of  the
    outstanding  shares of Company Common Stock.  Fractional shares beneficially
    owned  by  such  individuals have been rounded down to the number  of  whole
    shares beneficially owned.

(2) The  amounts  shown include the following amounts of Common Stock  that  the
    indicated individuals and group have the right to acquire within 60 days  of
    March 1, 2004 through the exercise of stock options granted pursuant to  the
    Company's  stock  option  plans:  Mr. Ceddia, 2,166;  Mr.  Coy,  2,706;  Mr.
    Embly,  12,610; Mr. Everly, 12,238; Mr. Fague, 15,044; Mr. Oldt, 5,624;  Ms.
    Pugh,  2,706;  Mr.  Rosenberry,  2,706; Mr. Shoemaker,  28,198;  Mr.  Snoke,
    2,706;  Mr.  Tuckey, 2,706; Mr. Ward, 2,706; Mr. Zullinger, 2,706;  and  all
    directors, nominees and executive officers as a group, 117,460 shares.

     Section  16(a) Beneficial Ownership Reporting Compliance.    Based  on  our
records,  we  believe  that  during 2003 our directors  and  executive  officers
complied with all SEC filing requirements applicable to them.

                         ITEM 1 -  ELECTION OF DIRECTORS

      The  By-laws of the Company provide that the directors will serve in three
classes,  as  nearly equal in number as possible, with each class  of  directors
serving  a  staggered,  three year term of office.  At each  annual  meeting  of
shareholders,  a  class consisting of approximately one  third  of  all  of  the
Company's directors is elected to hold office for a term expiring at the  annual
meeting  held in the third year following the year of their election  and  until
their successors have been elected.  At the Annual Meeting the shareholders will
be  asked to elect three directors to Class B to serve until the annual  meeting
of shareholders in 2007 or until their successor is elected.

     The Board of Directors has nominated the following persons for election  as
directors to Class B:

                              Gregory A. Rosenberry
                                 Glenn W. Snoke
                                Denver L. Tuckey

All  of  the nominees are presently serving as directors of the Company  and  of
Orrstown Bank, the wholly owned bank subsidiary of the Company.

     Your shares of Company Common Stock represented by your proxy will be voted
FOR  the election of the three named nominees unless you mark the proxy form  to
withhold authority to vote for one or more of the nominees.  If one or  more  of
the nominees is unable or unwilling to serve as a director, the persons named in
the proxy will vote for the election of such substitute nominee, if any, as will
be  named by the Board of Directors.  The Company has no reason to believe  that
any  of  the nominees will be unable or unwilling to serve as a director.   Each
nominee has expressed a willingness to serve if elected.

      The  Board  of Directors recommends a vote FOR the election of  all  three
nominees as directors to Class B.

Biographical Summaries of Nominees and Directors

      Information about the nominees for election as directors to Class B at the
Annual Meeting and information about the directors in Class A and Class C is set
forth below.

                      CLASS A DIRECTORS - TERM EXPIRES 2005


                                                 
                                   Principal occupation
                                   for last 5 years and     Director
      Name             Age           position with the       Since
                                          Company

Jeffrey W. Coy         52         State Legislator; Vice    1984(1)
(2)                               Chairman of the Company
                                       and the Bank

John S. Ward           66            President, Modern        1999
(3)                               Transit Partnership, a
                                  non-profit organization
                                    created to support
                                  bringing commuter rail
                                        to Central
                                   Pennsylvania; retired
                                  Chief Clerk, Cumberland
                                   County, Pennsylvania

Joel R.                55            Attorney-at-Law;       1981(1)
Zullinger                          Chairman of the Board
(2)                               of the Company and the
                                           Bank







                      CLASS B DIRECTORS - TERM EXPIRES 2007


                                                
                                   Principal Occupation
                                   for last 5 years and    Director
      Name             Age          position with the       Since
                                         Company

Gregory A.             49         President, Tri-Valley      1997
Rosenberry                          Forestry, Inc., a
                                  timber harvesting and
                                    wholesale business

Glenn W. Snoke         55           President, Snokes        1999
                                   Excavating & Paving,
                                           Inc.

Denver L. Tuckey       70          Retired businessman;      1995
(2)(3)                               Secretary of the
                                   Company and the Bank





                  CLASS C DIRECTOR NOMINEES - TERM EXPIRES 2006


                                                 
                                    Principal occupation
                                    for last 5 years and    Director
      Name              Age          position with the       Since
                                          Company

Anthony F. Ceddia        60              President,           1996
(3)                                     Shippensburg
                                         University

Andrea Pugh              51           Owner, PharmCare        1996
(3)                                    Consultants, a
                                    pharmacy consulting
                                          business

Kenneth R.               56         President and Chief      1986(1)
Shoemaker                           Executive Officer of
(2)                                 the Company and the
                                            Bank


-----------------------------------------------------------------------------
(1)  Includes service as director of Orrstown Bank during period prior to  1988,
     when Orrstown Bank became a wholly-owned subsidiary of the Company.
(2)  Member of the Executive Committee of the Bank.
(3)  Member of the Audit Committee.



Executive Officers

          In addition to Kenneth R. Shoemaker, President and Chief Executive
Officer of the Company and the Bank, who also serves on the Board of Directors
and whose biographical  information  is set forth above, the  Executive
Officers  of  the Company and/or the Bank are:

          Philip E. Fague - age 44; Executive Vice President and Assistant
Treasurer of the Company; and Executive Vice President and Chief Sales and
Service Officer of the Bank.

          Stephen C. Oldt - age 61; Executive Vice President and Assistant
Secretary of the Company; and Executive Vice President and Chief Operations
Officer of the Bank.

     Bradley  S.  Everly - age 52; Senior Vice President and  Treasurer  of  the
Company; and Senior Vice President and Chief Financial Officer of the Bank.

     Barbara E. Brobst - age 45; Vice President and Senior Trust Officer of  the
Bank.

           Stephen  C. Caldwell - age 55; Vice President and Director of Human
Resources of the Bank.

          Nathan A. Eifert - age 35; Vice President and Director of Marketing
of the Bank.

           Jeffrey  W. Embly - age 33; Vice President of the Company;  and  Vice
President and Senior Loan Officer of the Bank.

          Benjamin S. Stoops - age 52; Vice President and Chief Technology
Officer of the Bank.

Board Committees and Meeting Attendance

      During  2003  the Board of Directors of the Company met 13 times  and  the
Board of Directors of Orrstown Bank met 13 times.  The Board of Directors of the
Company  has an Executive Committee that did not hold any meetings in 2003,  and
an  Audit  Committee.   The  Board of Directors of the  Bank  has  an  Executive
Committee.   During  2003  all of the Directors of  the  Company  and  the  Bank
attended at least 75% of all meetings of the respective Boards and Committees on
which  they  served.  In addition, although the Company does not have  a  formal
policy  regarding  the  attendance  by  Directors  at  the  Annual  Meeting   of
Shareholders, it is generally expected that each Director will attend.   All  of
the Company's Directors attended the Annual Meeting of Shareholders in 2003.

      Executive  Committee.   The Executive Committee of  the  Bank's  Board  of
Directors  acts on matters between regular meetings of the Board  of  Directors.
The Executive Committee also makes recommendations regarding compensation to the
Board  of  Directors and reviews the qualifications of and makes recommendations
to  the  Board  of Directors regarding potential candidates to be nominated  for
election  to  the  Board  of  Directors.  Those candidates  recommended  by  the
Executive Committee are then submitted to the Board of Directors for approval as
nominees.  In making its recommendations, the Executive Committee determines the
appropriate qualifications, skills and characteristics desirable for  the  Board
of         Directors         in        the        context         of         the

strategic  direction of the Company and the Bank.  Although there are no  stated
minimum  criteria for nominees, the Executive Committee considers a  variety  of
factors including a candidate's integrity, independence, qualifications, skills,
experience,  including  experience in finance and  banking,  compatibility  with
other  members of the Board of Directors, and such other factors as it may  deem
to  be in the best interest of the Bank, the Company and its shareholders, which
factors  may  change from time to time.  The Executive Committee  will  consider
candidates  recommended  by  shareholders, other  directors  and  other  sources
including  the community and the Bank's regional advisory boards.  The Executive
Committee met 13 times during 2003.  The members of the Executive Committee  are
Jeffrey  W.  Coy, Chairman, Kenneth R. Shoemaker, Denver L. Tuckey and  Joel  R.
Zullinger.  The same individuals also constitute the Executive Committee of  the
Board  of  Directors of the Company.  Although they hold offices of the  Company
and the Bank, the Board of Directors has determined that Messrs. Coy, Tuckey and
Zullinger  are independent as defined in the listing standards of  the  National
Association of Securities Dealers, Inc. (NASD) because they hold such offices in
their  capacities  as  Directors and because they do not, except  as  Directors,
perform a policy making function, and are not otherwise in charge of a principal
business  unit, division or function of the Company or the Bank.   As  President
and  Chief Executive Officer of the Company and the Bank, Mr. Shoemaker  is  not
independent.

      Audit  Committee.   The  Audit  Committee  is  responsible  for  providing
independent  oversight  and  review of the Company's  accounting  functions  and
financial reporting and internal control systems.  The Audit Committee  monitors
the preparation of quarterly and annual financial reports by Company management,
including  reviewing with management and the Company's independent auditors  the
scope  and  results  of  the  annual  audit  and  recommendations  made  by  the
independent  auditors  and related management responses, and  reviews  prior  to
filing  all  annual and quarterly reports and proxy statements  filed  with  the
Securities  and  Exchange  Commission  (SEC).   The  Audit  Committee  also   is
responsible for matters concerning the relationship between the Company and  its
independent  auditors including their appointment, compensation  and  retention;
approval  of their audit and permissible non-audit services prior to engagement;
and  determining  whether  the  independent  auditors  are  "independent."    In
addition,  the Audit Committee oversees management's implementation and  reviews
the  effectiveness of the Company's internal control systems including reviewing
policies  relating to legal and regulatory compliance, ethics and  conflicts  of
interest;  and  reviewing the activities and recommendations  of  the  Company's
internal auditing program.

     The Board of Directors revised the Audit Committee Charter in 2003 in order
to  bring  it  into conformity with requirements specified in the Sarbanes-Oxley
Act of 2002 and related SEC regulations.  A copy of the Audit Committee Charter,
as revised, is included as Appendix A to this Proxy Statement.

     The  members  of  the Audit Committee are Andrea Pugh,  Chair,  Anthony  F.
Ceddia,  Denver L. Tuckey and John S. Ward, each of whom the Board of  Directors
has  determined  to  be independent as defined in NASD listing  standards.   The
Audit  Committee Charter provides that the Audit Committee shall consist  of  at
least  3 directors, each of whom is to be "independent" as defined by applicable
law  and  regulation,  and  who also is free of any relationship  that,  in  the
opinion  of  the  Board, could interfere with the exercise of their  independent
judgment.   Consequently,  Glenn W. Snoke, who served  on  the  Audit  Committee
through         December,        2003,         stepped         down         from
service  on the Audit Committee in order that the services his business,  Snokes
Excavating  &  Paving, Inc., performs from time to time on behalf  of  the  Bank
would  not  appear to compromise independence on his part or that of  the  Audit
Committee as a whole.

     The  Audit Committee Charter also provides that at least one member of  the
Audit  Committee must have accounting or related financial management  expertise
as  the  Board  of  Directors  interprets such qualifications  in  its  business
judgment.   Although the Board of Directors believes that it is appropriate  for
the  Audit  Committee  to have at least one member with  accounting  or  related
financial  management expertise, it also believes that there  are  a  number  of
other  important factors, discussed above with respect to the factors considered
by  the  Executive  Committee in connection with candidates for  nomination  for
election  to  the  Board  of  Directors  that  affect  Board  composition.    In
accommodating each of these factors and composing a Board of Directors that  is,
as  a  whole, strong in its collective knowledge of and diversity of skills  and
experience  with  respect  to the business of banking and  the  communities  and
markets  in  which  the  Bank  competes, together  with  demonstrated  qualities
exhibiting  leadership, vision and business judgment, it is possible  that  from
time  to  time  no  member  of the Board of Directors  will  fully  satisfy  all
conditions  of  the  definition of "audit committee  financial  expert"  in  SEC
Regulation S-K.

     The  Board  of  Directors, however, believes that  John  S.  Ward  has  the
requisite financial management expertise required by the Audit Committee Charter
as a result of his experience as Chief Clerk of Cumberland County, Pennsylvania,
from  which  he is retired, and as President of Modern Transit Partnership.   In
each  of  these  positions  Mr.  Ward  was and  is  ultimately  responsible  for
overseeing  and  assessing the performance of the County and the Partnership  in
the  preparation of its respective financial statements, providing him  with  an
understanding  of and familiarily with generally accepted accounting  principles
and  internal  controls  over  financial reporting.   The  Board  of  Directors,
however,  has  not  determined that Mr. Ward is an  "audit  committee  financial
expert" as defined in SEC Regulation S-K principally because his experience  has
not  presented  to him the breadth and level of complexity of accounting  issues
that are generally comparable to the breadth and complexity of issues raised  by
the Company's financial statements.

     The Audit Committee Charter provides that the Audit Committee is to meet at
least 4 times each year.  The Audit Committee met 7 times during 2003.

Audit Committee Report

     The  Audit  Committee  has  reviewed  and  discussed  with  management  the
Company's  audited  financial statements for the year ended December  31,  2003.
The Audit Committee also has discussed with Smith Elliott Kearns & Company, LLC,
the  matters required to be discussed by Statement on Auditing Standards No.  61
(Communications  with Audit Committees), received from Smith  Elliott  Kearns  &
Company,  LLC,  the  written  disclosures and letter  required  by  Independence
Standards  Board Standard No. 1 (Independence Discussions with Audit Committees)
and  has  discussed  with  Smith Elliott Kearns  &  Company,  LLC,  that  firm's
independence.   In that regard, the Audit Committee has considered  whether  the
provision by Smith Elliott Kearns & Company, LLC, of certain limited permissible
non-audit  services  in  addition  to  its audit  services  is  compatible  with
maintaining    that    firm's    independence   and    has    determined    that

it  is.   Based  on  the  review and discussions referred to  above,  the  Audit
Committee  recommended  to  the Board of Directors that  the  audited  financial
statements be included in the Company's Annual Report on Form 10-K for the  year
ended December 31, 2003 filed with the Securities and Exchange Commission.

                                   Audit Committee:

                                   Andrea Pugh, Chair
                                   Anthony F. Ceddia
                                   Denver L. Tuckey
                                   John S. Ward

Compensation of Directors

      Directors'  Fees.   During 2003, each director  of  the  Company  received
$600.00  for each meeting of the Company Board of Directors attended and $250.00
for each committee meeting attended.  Each director of Orrstown Bank was paid an
annual retainer fee of $7,500.00 and a fee of $600.00 for each meeting attended.
Non-employee  directors  of  the Bank also receive $250.00  for  each  committee
meeting  attended.  In addition, in 2003 the Chairman of the Board of  the  Bank
received an annual fee of $10,500, the Vice Chairman received an annual  fee  of
$8,500 and the Secretary received an annual fee of $7,500.

      Deferred  Compensation  Plan.   In 1995, the  Company  and  Orrstown  Bank
established   a   non-qualified  deferred  compensation  plan   for   directors.
Participation  in  the plan is voluntary.  Kenneth R. Shoemaker,  President  and
Chief  Executive  Officer  of the Company and the Bank,  and  Stephen  C.  Oldt,
Executive  Vice  President  and  Chief  Operating  Officer  of  the  Bank,  also
participate in the Plan.  Each participant may elect each year to defer all or a
portion  of his or her directors' fees or, in the case of Messrs. Shoemaker  and
Oldt, base salary.  Those deferring compensation must begin withdrawals from the
plan  by  age 75.  The amounts deferred are invested in a rabbi trust  with  the
trust  department  of  Orrstown Bank as trustee.  The  participants  direct  the
investment  of  their own accounts and there is no guarantee  as  to  investment
performance.   Growth  of each participant's account is a result  of  investment
performance  and  not  as  a result of an interest factor  or  interest  formula
established by the participant.

     In addition, Orrstown Bank has a separate deferred compensation arrangement
with  seven of its directors or former members of its Board of Directors whereby
a  director or his or her beneficiaries will receive a monthly benefit beginning
at  age  65.  The arrangement is funded by an amount of life insurance  on  each
participating  director  calculated to meet the  Bank's  obligations  under  the
compensation agreement.  The cash value of future benefits to be paid, which are
included  in  other  liabilities on the Company's  consolidated  balance  sheet,
amounted  to  $122,029  at December 31, 2003.  Annual  expense  of  $12,325  was
charged to operations for 2003.

      Directors Retirement Plan.  In 1998 Orrstown Bank established a director's
retirement  plan  which  provides participating directors  a  $12,000  per  year
benefit  (indexed for inflation by 4.00% per year until payments  commence)  for
the   lesser   of   ten   years   or  the  number   of   years   served.    This

program  encourages  current directors to continue to  serve  as  directors  and
enables  the  Bank  to  reward  its long-serving directors  for  their  valuable
services.

      Non-Employee Director Stock Option Plan of 2000.  On January 27, 2000, the
Board of Directors of the Company approved the Orrstown Financial Services, Inc.
Non-Employee Director Stock Option Plan of 2000.  The Directors' Option Plan  is
a  formula  plan under which options to purchase shares of Company Common  Stock
are  granted each year to directors in office on April 1.  The number of options
granted  each  year is based on the Company's return on average equity  for  the
most  recent fiscal year.  All options have a term of 10 years from the  regular
grant  date,  are  fully  exercisable  from the  regular grant date and have  an
exercise  price equal to the "fair market value" of Company Common Stock  as  of
the  date of the grant of the option.  As long as shares of Company Common Stock
are  traded over-the-counter and quotations for the shares appear on the  NASD's
OTC  Bulletin  Board service, "fair market value" will mean the average  of  the
average  of  the daily high bid and low offer quotations for shares  of  Company
Common  Stock reported through the OTC Bulletin Board service for the 10 trading
days immediately preceding the date of the grant of the option.  If no bid or no
offer  quotations  are available during the 10 day pricing  period,  then  "fair
market  value"  will mean the price of the last trade reported  for  the  shares
through the OTC Bulletin Board service.  If a director "retires," whether  as  a
result  of  reaching mandatory retirement age, or under any other  circumstances
the  Board  of  Directors,  in  its  discretion,  may  determine  to  constitute
retirement, the options previously granted to the director will expire at  their
scheduled expiration date.  If a director's service as a director terminates for
any other reason, the options previously granted to the director will expire six
months  after  the  date of termination of service unless  scheduled  to  expire
sooner.   In  April 2003, each director, except Mr. Shoemaker,  was  granted  an
option  covering  566  shares of Company Common Stock at an  exercise  price  of
$22.90  per  share (both the number of shares and the exercise price  have  been
restated to reflect the 2 for 1 stock split paid February 10, 2004).

Report on Executive Compensation

      The Company does not have a compensation committee and no compensation was
paid  to  executive  officers  of the Company  by  the  Company  in  2003.   All
compensation was paid by the Bank.

      The  Executive  Committee  of  the Bank, composed  of  three  non-employee
Directors  of  the Bank and Kenneth R. Shoemaker, President and Chief  Executive
Officer  of  the Company and the Bank, conducts a full review each year  of  the
Bank's   executive   compensation  programs  and  is  responsible   for   making
recommendations  to  the  full  Board  of Directors.   Mr.  Shoemaker  does  not
participate in the Committee's evaluation of his performance for purposes of his
compensation.  With respect to other executive officers, the Committee considers
the  recommendations of Mr. Shoemaker before making final recommendations to the
Board of Directors.

     The Bank's executive compensation program has four main components:

      Base  Salary.   The  Executive  Committee  determines  base  salaries  for
executive  officers  based  upon competitive pay practices  of  other  banks  of
similar  size  on  a  regional basis for similar positions and responsibilities.

The Executive Committee obtains comparisons of base salaries paid by other banks
from  various  sources,  including  L.  R. Webber  Associates,  a  Holidaysburg,
Pennsylvania  consulting  firm.  Annually, the  Executive  Committee  recommends
changes  in base salaries of executive officers based on its evaluation of  past
performance,  job  duties,  scope  and  responsibilities  and  expected   future
contributions.   In  determining  the level  of  base  salary,  an  individual's
personal  performance  in achieving previously established  goals  is  the  most
important factor.

     Executive Incentive Plan.  The Executive Committee also oversees the Bank's
Executive  Incentive Plan established in 1998.  The purpose of the  Plan  is  to
support  and  promote  the pursuit of the Bank's organizational  objectives  and
financial goals through the payment of annual cash bonuses to executive officers
and  other  key employees.  Under the Plan, the percentage increase in  earnings
for  the  year  is  given a 75% weighting and the percentage increase  in  funds
(deposits and short-term purchased funds) for the year is given a 25% weighting.
The  resulting percentage factors are then added together, resulting in a  bonus
percentage factor to be applied to an executive's salary to determine the amount
of his or her bonus.  For example, a 10% increase in earnings and a 20% increase
in  funds would result in a 12.5% bonus percentage factor (10% x .75 = 7.5%, 20%
x  .25 = 5%; 7.5% + 5% = 12.5%).  Assuming a base salary of $100,000, the amount
of the bonus would be $12,500.  Under the Plan, the Bank will pay out 50% of the
bonus  amount in the year to which the bonus relates, 25% in the next  year  and
25%  in  the  second  year.  Thus, the amounts reported  below  in  the  Summary
Compensation  Table  as  paid in 2003 pursuant to the Executive  Incentive  Plan
include  50% of the bonus amount earned in 2003, 25% of the bonus amount  earned
in  2002  and 25% of the bonus amount earned in 2001.  The bonus amounts  as  to
which  payment  is  deferred to subsequent years are  not  vested  and  will  be
forfeited by an employee whose employment with the Bank is terminated  prior  to
payment of the deferred amounts.  In addition, in 2001, 2002 and 2003, the Board
of  Directors determined, within its discretion under the Plan, to actually fund
bonuses  under  the  Plan  at  the rate of 50% of the  bonus  amount  calculated
pursuant  to  the principles described above.  The Executive Committee  and  the
Board  of Directors have complete discretion as to whom bonuses will be  awarded
under the Plan and have the further discretion to award bonuses in excess of the
amounts calculated pursuant to the Plan.

     Stock  Options.  On January 27, 2000, the Board of Directors of the Company
unanimously  approved and adopted the Employee Stock Option Plan of  2000.   The
Stock  Option Plan was ratified by the shareholders at the 2000 Annual  Meeting.
The  purpose of the Stock Option Plan is to promote the long term success of the
Company and the creation of shareholder value by providing additional incentives
to  those officers and key employees who are in a position to contribute to  the
long  term  growth  and  profitability of the Company;  assist  the  Company  to
attract, retain and motivate key personnel with experience and ability; and link
employees  receiving  stock  options directly to shareholder  interests  through
increased stock ownership.

     The  Executive Committee, on behalf of the Board of Directors,  administers
the Stock Option Plan, and determines the number of shares to be covered by each
option,  the  term of the option, the period of time for options to  vest  after
grant, if any, and other terms and limitations applicable to the exercise of the
option.  All options awarded under the Stock Option Plan are exercisable  at  an
option  price equal to the "fair market value" of the Company's common stock  at
the  date of grant of the option.  As long as shares of Company common stock are
traded                                 over                                  the

counter  and  quotations for the shares appear on the NASD's OTC Bulletin  Board
service,  "fair market value" shall mean the average of the daily high  bid  and
low offer quotations for shares of Company common stock reported through the OTC
Bulletin  Board  service  for  the  10 trading days  immediately  preceding  the
relevant date.  If no bid or no offer quotations are available during the 10 day
pricing  period, then "fair market value" will mean the price of the last  trade
reported  for  the  shares through the OTC Bulletin Board  service.   Grants  to
officers  of  the  Company  and  other  key  employees  are  based  on  criteria
established by the Executive Committee including, past performance, job  duties,
scope and responsibilities and contributions to overall Company performance.

     Deferred  Compensation  and Supplemental Benefit Programs.   The  Bank  has
established  certain  deferred  compensation and supplemental  benefit  programs
described  elsewhere  in  this  proxy statement for  certain  of  its  executive
officers.   The  purposes of these programs are to provide  to  those  executive
officers  an  economic incentive for long term service to the  Company  and  the
Bank.  The Executive Committee believes that these programs are competitive with
those offered by other banks of similar size on a regional basis.

      Chief  Executive  Officer Compensation.  Mr. Shoemaker's compensation  for
2003  was established based upon the same factors and policies used to establish
compensation for executive officers generally.

                                        Executive Committee:

                                        Jeffrey W. Coy, Chairman
                                        Kenneth R. Shoemaker
                                        Denver L. Tuckey
                                        Joel R. Zullinger

Company Performance

      The  following graph shows a five-year comparison of the cumulative  total
return  on  Company Common Stock as compared to two other indexes: the  S&P  500
Index  and  an index of banks with assets of under $500 million in assets.   For
2001, 2002 and 2003, shareholder returns on Company Common Stock are based  upon
trades  reported by the National Association of Securities Dealers'  Inc.'s  OTC
Bulletin Board service.  For prior years, shareholder returns on Company  Common
Stock are based upon reports to the Company by shareholders that bought or  sold
shares during the indicated periods.  The Company is not aware of all prices  at
which  shares traded during such periods.  The shareholder returns shown in  the
graph are not necessarily indicative of future performance.


                                                                  
                                                         Period Ending
 Index                              12/31/98  12/31/99 12/31/00  12/31/01 12/31/02  12/31/03
 Orrstown Financial Services, Inc.   100.00     150.93   161.22    167.65   205.37   311.81
 S&P 500                             100.00     121.11   110.34     97.32    75.75    97.40
 SNL <$500M Bank Index               100.00      92.57    89.30    123.53   158.20   230.92


The  performance  illustrated assumes that $100 was invested in  Company  Common
Stock  and  each  index  on  December  31, 1998  and  that  all  dividends  were
reinvested.

Executive Compensation
      Summary  of  Compensation.   The following  table  shows  cash  and  other
compensation paid or accrued during the last three fiscal years to the Company's
Chief  Executive Officer and other executive officers who received total  annual
salary and bonus exceeding $100,000 in 2003.

                           SUMMARY COMPENSATION TABLE


                                                   

                                  Annual           Long-Term
                              Compensation(1)     Compensation

                                                   Securities
                                                   Underlying   All other
Name and principal   Fiscal  Salary                 Options    Compensation
     position         Year    (2)      Bonus(3)       (4)          (5)


Kenneth R.            2003  $185,000   $30,000       8,400        $78,683
Shoemaker,            2002   175,000                 8,400         68,526
President and Chief   2001              30,000       8,378         72,246
Executive Officer            160,000
                                        25,000

Philip E. Fague,      2003  $120,000   $15,000       4,500        $26,880
Executive Vice        2002   110,000                 4,724         23,344
President and Chief   2001              15,000       4,410         22,137
Sales and Service            97,500
Officer                                 15,000


Stephen C. Oldt,      2003  $120,000   $15,000       3,000        $50,987
Executive Vice        2002                           2,624         44,518
President and Chief   2001   110,000    10,000       2,204         46,404
Operations Officer
                             100,000    15,000

Bradley S. Everly,    2003  $113,000      $          3,000        $34,352
Senior Vice           2002   110,000    10,000       2,624         29,486
President and Chief   2001   110,000                 2,204         33,874
Financial Officer                       10,000

                                        10,032

Jeffrey W. Embly,     2003   $93,000      $          4,000        $16,275
Vice President and    2002    88,000    10,000       4,200         15,400
Senior Loan Officer   2001    80,000                 4,410         14,000
                                        10,000

                                        10,000

-----------------------------------------------------------------------------

(1)  None  of  the  named  executive  officers received  perquisites  and  other
     personal benefits in excess of 10% of total annual salary and bonuses.
(2)  Amounts  shown include compensation earned and received as well as  amounts
     earned but deferred at the election of the executive officer.
(3)  Includes bonuses earned in 2003 under the Executive Incentive Plan.
(4)  Restated to reflect the 2 for 1 stock split paid February 10, 2004.
(5)  Includes  for  2003 for Messrs. Shoemaker, Fague, Oldt, Everly  and  Embly,
     respectively,  the  following  compensation  amounts:  (i)  profit  sharing
     contributions,  $27,822,  $18,174,  $18,000,  $16,950  and  $13,950;   (ii)
     matching  contributions to the 401(k) plan; $5,288, $3,635, $3,600,  $3,390
     and  $2,325;  (iii)  the  present value of  the  economic  benefit  to  the
     executive  from premiums paid by the Company to purchase split dollar  life
     insurance  contracts  under  the Company's  salary  continuation  plan  for
     Messrs.  Shoemaker, Fague, Oldt and Everly, respectively, $44,447,  $3,755,
     $28,757  and  $13,736; (iv) the amount of premiums paid by the Company  for
     death  benefit  in excess of $50,000 under the Company's  group  term  life
     replacement   plan   for  Messrs.  Shoemaker,  Fague,  Oldt   and   Everly,
     respectively, $644, $153, $630 and $226; and (v) cash payments in  lieu  of
     benefits  under the Company's cafeteria plan not selected by Mr. Shoemaker,
     $482, or by Mr. Fague, $1,163.

     Option  Grants  in  2003.  The following table shows all  grants  of  stock
options to the executive officers named in the Summary Compensation Table  under
the Company's Employee Stock Option Plan of 2000.

  
                                                        
                           Individual Grants
                      ------------------------------------------

                                  % of total
                        No. of      options
                      Securities  granted to   Exercise
                      Underlying   employees     Price                   Grant
                        Options    in fiscal   ($/share)  Expiration     Date
         Name         granted (1)    year         (1)        Date       Present
                                                                       Value (2)
  ------------------------------------------------------------------------------

  Kenneth R. Shoemaker      8,400      18.88%      $27.26     6/26/13    $57,330
  Philip E.Fague            4,500      10.11%      $27.26     6/26/13    $30,713
  Stephen C. Oldt           3,000       6.74%      $27.26     6/26/13    $20,475
  Bradley S. Everly         3,000       6.74%      $27.26     6/26/13    $20,475
  Jeffrey W. Embly          4,000       8.99%      $27.26     6/26/13    $27,300
   
-----------------------------------------------------------------------------


(1)  Restated to reflect the 2 for 1 stock split paid February 10, 2004.
(2)  Based on the Black-Scholes model adapted for use in valuing executive stock
     options.  There is no assurance the value realized by an executive will  be
     at  or  near  the value estimated by the Black-Scholes model.   The  actual
     value,  if any, an executive may realize will depend on the excess  of  the
     stock  price  over the exercise price on the date the option is  exercised.
     In   determining   the   Black-Scholes  value,  the  following   underlying
     assumptions  were used: (i) stock price volatility represents the  standard
     deviation  in  stock prices for Company Common Stock during  the  12  month
     period  prior  to  grant  of  the  option  (20.84%);  (ii)  dividend  yield
     represents the cumulative dividends per share for the 12 month period prior
     to  grant  of the option, divided by the average monthly price  of  Company
     Common  Stock  over  the same period (1.4%); (iii) the  risk-free  rate  of
     return  represents the average monthly yield on US Treasury Notes  maturing
     within 9 to 10 years after the date of grant (3.4%); and, (iv) option  term
     represents  the  period  from  the date of  grant  of  the  option  to  the
     expiration of the term of the option.

     Aggregated  Option  Exercises  in 2003 and  Year-end  Option  Values.   The
following  table  shows  information for the executive  officers  named  in  the
Summary  Compensation Table regarding exercises of options by them  during  2003
and  the  number and value of unexercised options held by them at  December  31,
2003.  All information reported in the table and accompanying footnotes has been
restated to reflect the 2 for 1 stock split paid February 10, 2004.


                                                     
                                    Number of securities
                                   underlying unexercised         Value of unexercised in-the-
                                     options at year end         money options at year end($)(2)
            Shares
           Acquired   Value
              on     Realized  Exercisable      Unexercisable    Exercisable     Unexercisable
  Name     exercise    (1)
                - -       - -      33,998          - -               $ 431,673         - -
Kenneth
R.
Shoemaker
                - -                18,044          - -               $ 227,671         - -
Philip E.                 - -
Fague
                                    7,828          - -               $  85,420         - -
Stephen       2,204   $36,355
C.
Oldt
                - -       - -      12,238          - -               $ 158,163         - -
Bradley
S.
Everly
                - -       - -      17,020          - -               $ 217,972         - -
Jeffrey
W.
Embly


-----------------------------------------------------------------------------
(1)  The "Value Realized" is equal to the difference between the option exercise
     price  ($17.01, restated to reflect the 2 for 1 stock split  paid  February
     10, 2004) and the "fair market value" of Company's Common Stock on the date
     of  exercise,  determined under the terms of the Company's  Employee  Stock
     Option Plan of 2000 to be the price of the last trade reported through  the
     OTC Bulletin Board service ($33.50 per share, restated to reflect the 2 for
     1 stock split paid February 10, 2004).
(2)  Represents the difference between the option exercise price and  the  "fair
     market  value"  of  Company Common Stock on December 31,  2003,  determined
     under  the terms of the Company's Employee Stock Option Plan of 2000 to  be
     the price of the last trade reported through the OTC Bulletin Board service
     ($33.50  per  share,  restated to reflect the 2  for  1  stock  split  paid
     February 10, 2004).

      Retirement  Benefits.  In 1988 Orrstown Bank established a profit  sharing
plan  covering  all employees who have attained age 21, completed  one  year  of
service  and  have worked for 1,000 hours or more during the  plan  year.   Upon
becoming  eligible  to  participate in the plan, an employee  is  fully  vested.
Contributions  to  the  plan  are  based on bank  performance  and  are  at  the
discretion  of the Bank's Board of Director's.  Substantially all of the  Bank's
employees  are covered by the plan.  The total amount allocated in 2003  to  the
executive officers identified in the Summary Compensation Table was $94,896.

      In  1992  the Bank established a 401(k) plan for its employees.  The  Bank
makes  annual  matching contributions of up to 50% of employee contributions  to
the  plan.   The  total  amount  allocated in 2003  to  the  executive  officers
identified in the Summary Compensation Table was $18,238.

      In  1998,  the  Bank's Board of Directors established salary  continuation
plans for Kenneth R. Shoemaker, Bradley S. Everly, Stephen C. Oldt and Philip E.
Fague, in order to provide them with supplemental retirement income so that when
combined  with  Social Security and amounts available under  the  Bank's  profit
sharing  and 401(k) plan, they will be provided a total retirement income  equal
in  amount  to  70%  of final annual salary.  In projecting  the  amount  of  an
employee's  final annual salary, annual salary was assumed to  increase  at  the
rate  of 5% per year.  Vesting in the benefits of the salary continuation  plans
is  determined within the discretion of the Board of Directors.  As a result, an
intended  purpose  of the plans is to provide an incentive to  such  persons  to
continue in the employ of the Bank.

      In  1998, the Bank's Board of Directors also established an officer  group
term  replacement  plan for the benefit of Messrs. Shoemaker, Everly,  Oldt  and
Fague.   This plan provides participating officers with a benefit equal  to  two
times current salary with no cap.  Under the plan the officer receives the  same
coverage as he currently receives under the Bank's group term plan at less  cost
to  the  Bank  while  the officer is employed.  The officer  receives  continued
coverage  after  retirement  for  a small annual  charge.   The  post-retirement
coverage  will  approximate  two times annual salary  (not  to  exceed  the  net
coverage purchased).

      Change in Control Agreement.  The Company and the Bank have entered into a
change  in  control  agreement  with  Mr. Shoemaker.   The  agreement  generally
provides  that in the event of termination of Mr. Shoemaker's employment  (other
than  for  cause)  with  the  Company or the Bank  under  certain  circumstances
following  a "change in control" of the Company or the Bank, Mr. Shoemaker  will
be  entitled  to  receive continued payment of his annual cash compensation  for
three  years.  If Mr. Shoemaker would obtain other employment at any time during
the  three  year period, his compensation from his new employer would be  offset
against  the amounts to be paid to him under the agreement.  The agreement  also
provides  that the Company will continue to provide Mr. Shoemaker with available
insurance  coverages  in  effect at the time of his termination  pursuant  to  a
change  in  control  for a period of three years, offset  by  coverage  for  any
subsequent  employment,  or  until he reaches  age  65.   For  purposes  of  the
agreement a "change in control" is defined to include an acquisition of  20%  or
more  of  the  outstanding  voting  securities  of  the  Company;  a  merger  or
consolidation  of  the Company or the Bank if, as a result of  the  transaction,
less than 50% of the voting securities of the surviving corporation are owned by
the  former shareholders of the Company; a sale of substantially all the  assets
of the Company; or the occurrence of any other event designated by a majority of
the non-employee directors to constitute a change in control for purposes of the
Agreement.


Transactions with Management

     During 2003 some of the directors and executive officers of the Company and
the  Bank,  members of their immediate families and some of the  companies  with
which  they are associated, had banking transactions in the ordinary  course  of
business with the Bank and may be expected to have similar transactions  in  the
future.   These  transactions  were  made  on  substantially  the  same   terms,
including   interest  rates,  collateral  requirements  and   repayment   terms,
as  those prevailing at the time for comparable transactions with non-affiliated
persons  and  did  not  involve more than the normal risk of  collectability  or
present other unfavorable features.

      During 2003, Snokes Excavating & Paving, Inc., of which Glenn W. Snoke,  a
Director of the Company and the Bank, is President, performed certain paving and
excavating  services in the ordinary course of business on behalf of  the  Bank,
directly,  and  pursuant to a subcontract with the Bank's general contractor  in
connection with the construction of a new branch office of the Bank.  The  total
amounts  paid  to  Snokes Excavating & Paving, Inc. for such services  in  2003,
whether  directly  or  indirectly through the Bank's  general  contractor,  were
$67,456.

Independent Certified Public Accountants

     The  Board of Directors again has selected Smith Elliott Kearns &  Company,
LLC,  as  the  Company's  independent certified  public  accountants  for  2004.
Representatives  of the firm are expected to be present at the  Annual  Meeting,
will  have the opportunity to make a statement if they desire to do so, and  are
expected to be available to respond to appropriate questions.

     Audit  Fees  and  Non-Audit Fees.  Aggregate fees billed  for  professional
services  rendered  for  the  Company and the Bank by  Smith  Elliott  Kearns  &
Company,  LLC, as of and for the fiscal years ended December 31, 2003  and  2002
are set forth below:



     
                                  
                            2003         2002

     Audit Fees          $23,175        $23,150
     Audit Related Fees      540              0
     Tax Fees                560              0
     All Other Fees            0              0

          TOTAL          $24,275        $23,150
     

      Audit  Fees for 2003 and 2002 were for professional services rendered  for
the  audits  of the consolidated financial statements of the Company,  quarterly
review  of the financial statements included in the Company's Quarterly  Reports
on  Form 10-Q, consents and other assistance required to complete the year  end-
audit  of the consolidated financial statements, and in the preparation  of  the
Company's Annual Report on Form 10-K.

      Audit-Related  Fees  for  2003  were for advice  in  connection  with  the
reporting  of  stock  options granted pursuant to the Company's  Employee  Stock
Option Plan of 2000 and the Non-Employee Director Stock Option Plan.

      Tax Fees for 2003 were for assistance in the preparation of a petition for
a refund of Pennsylvania sales taxes.

     All of services for which Audit-Related Fees and Tax Fees were paid in 2003
were  approved  by  the  Audit Committee pursuant to the  de  minimus  exception
provided by Rule 2-01(c)(7)(i)(C) of SEC Regulation S-X

      Smith  Elliott  Kearns & Company, LLC also performs certain administrative
and  regulatory compliance related services on behalf of certain retirement plan
accounts for which the Bank acts as custodian.  Discretion with respect  to  the
engagement  of  Smith  Elliott Kearns & Company, LLC  is  vested  in  each  plan
administrator and the fees paid to Smith Elliott Kearns & Company, LLC for  such
services  are  expenses  of and paid from the funds of each  of  the  respective
retirement accounts.  Such fees are not included among the fees reported above.

Shareholder Communications with the Board of Directors

      The  Company does not have a formal process by which shareholders may send
communications to the Board of Directors.  As a matter of practice,  shareholder
communications   received  by  the  Company  are  included   under   the   topic
"Correspondence"  with  the  Board  meeting  materials  routinely  furnished  by
management  to Directors in connection with meetings of the Board of  Directors.
In  addition,  shareholder  communications determined  by  the  Chief  Executive
Officer,  in  his discretion, to require immediate attention, also are  promptly
furnished by him to the Chairman.  When and as appropriate, the Company seeks to
provide a timely response to shareholder communications it receives.


ITEM 2 - APPROVE AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK FROM 10 MILLION SHARES TO 50 MILLION SHARES


      The  Company's Articles of Incorporation currently provide for 10  million
authorized  shares  of  common stock with no par value  and  500,000  shares  of
preferred stock with a par value of $1.25 per share.  As of March 1, 2004  there
were 5,097,249 shares of common stock outstanding, after giving effect to the  2
for  1 stock split declared January 2, 2004 and paid to shareholders on February
10,  2004.   In  addition, the Company has reserved shares of common  stock  for
issuance pursuant to its dividend reinvestment plan, employee stock option plan,
non-employee  director  stock  option plan and  employee  stock  purchase  plan.
Currently no preferred shares have been issued or are outstanding.

Proposed Amendment

     The  proposed amendment would increase the number of authorized  shares  of
common stock from 10 million shares to 50 million shares.  The full text of  the
amendment is as follows:

      "Section 6(a)(i) of the Articles of Incorporation of the Corporation
      is hereby amended to read in its entirety as follows:

          '(i)   50,000,000 shares of common stock with no par value.'"

All other provisions of the Articles of Incorporation will remain unaffected and
in full force and effect.  No change is being proposed with respect to preferred
shares.

      All shares of common stock, including those currently authorized and those
which would be authorized by the proposed amendment, are equal in rank and  have
the  same  voting,  dividend and liquidation rights.  There  are  no  preemptive
rights associated with the Company's common stock.

Reasons for the Proposed Increase in Common Shares

     The Board of Directors believes that the proposed increase in the number of
authorized  shares of common stock is desirable so that a sufficient  number  of
shares  of common stock will be available for issuance from time to time without
further  action or authorization by the shareholders.  The additional authorized
shares  of  common  stock  may  be  used as consideration  in  acquisitions,  in
connection  with  equity financing, stock splits, dividends, employee  and  non-
employee director benefit plans, dividend reinvestment plans and other corporate
purposes determined by the Board of Directors to be in the best interests of the
Company.

      The Board of Directors has no present plans, arrangements, or undertakings
for  the issuance of the additional shares of common stock and the Company  does
not now have any written agreements, understandings or arrangements with respect
to  any  material acquisitions for which the additional shares of  common  stock
would be needed.  The recent 2 for 1 stock split, however, demonstrates the need
to  provide  for  additional shares of common stock.  With 5,074,021  shares  of
common stock now outstanding, the Company could not again split its shares on  a
2  for  1 basis without providing for additional shares.  The Board of Directors
has  determined  that  it  would be appropriate now to increase  the  number  of
authorized shares to 50 million, rather than to some lesser number, in order  to
provide  for  a sufficient number of shares that would accommodate up  to  three
additional 2 for 1 stock splits, plus an additional number of shares that  might
be  issued  for  other appropriate purposes, without having to again  amend  the
Articles of Incorporation.

      The  authorization of the additional shares will not, by itself, have  any
effect  on the rights of the Company's shareholders.  The issuance of additional
shares  for corporate purposes other than a stock dividend or stock split  could
have,  among other things, a dilutive effect on earnings per share  and  on  the
equity percentage and voting power of shareholders at the time of issuance.   In
addition,  the  increase in the number of authorized shares  could  render  more
difficult under certain circumstances or discourage an attempt to obtain control
of  the  Company, whether through a tender offer or otherwise, by, for  example,
the issuance of such shares in order to dilute the share ownership of the person
attempting  to  obtain control.  This proposal, however, is not  being  made  in
response  to  any effort of which the Company is aware to accumulate  shares  or
obtain control of the Company.


Effective Date

     If  the  proposed amendment is approved by the shareholders, it will become
effective  on  the  date  upon which the necessary filings  are  made  with  the
Pennsylvania  Secretary  of  State.  Such  filings  will  be  made  as  soon  as
practicable following shareholder approval.

Vote Required

     The affirmative vote of a majority of the votes cast is required to approve
the proposed amendment.

Board Recommendation

      The Board of Directors recommends a vote FOR approval of the amendment  to
the  Articles  of Incorporation to increase the number of authorized  shares  of
common stock from 10 million to 50 million.






                                   APPENDIX A


Revised: August 28, 2003



                        ORRSTOWN FINANCIAL SERVICES, INC.
                             AUDIT COMMITTEE CHARTER



The Board of Directors shall elect the Audit Committee at the annual
reorganization meeting of Orrstown Financial Services, Inc. (the Corporation).
In accordance with the by-laws of the Corporation, the Audit Committee is
established as a subcommittee reporting periodically to the Board of Directors.
The Audit Committee shall be composed of no less than three directors who are
independent of management of the Corporation as outlined by the Securities and
Exchange Commission (SEC) and NASDAQ and are free of any relationship that, in
the opinion of the Board, would interfere with their exercise of judgment as a
committee member.  At least one member of the audit committee must have
accounting or related financial management expertise as the Board interprets
such qualifications in its business judgment.

The Audit Committee shall provide assistance to the Board in fulfilling their
responsibilities to the shareholders.  Principally, these responsibilities
entail assessing the effectiveness of the internal control system over financial
reporting, reviewing adherence to policies / procedures and assuring the
safeguarding of all corporate assets.  In so doing, it is the responsibility of
the Audit Committee to maintain open lines of communications between the Board
of Directors, external auditors, internal auditors, and the senior management of
the Corporation.  Both the internal auditors and external auditors are
authorized to communicate directly with the committee if necessary.

In carrying out these responsibilities, the Audit Committee will:

  1. Retain the final authority for the appointment, compensation, retention and
     oversight of the external auditor including approval of all audit
     engagement fees and related terms. Pre-approve all audit, review or
     attest services and any permitted non-audit services performed by the
     external auditor.

  2. Meet with the external auditors and financial management of the Corporation
     to review the scope of the annual audit for the current year and at the
     conclusion thereof, review such audit findings.  This review will include
     both the external auditor's recommendations and the related management
     response.

  3. Review with the external auditors and corporate management the adequacy and
     effectiveness of the internal financial and accounting controls of the
     Corporation and elicit any recommendations that they may have for the
     improvement of such control procedures.  Particular attention should be
     given to the adequacy of such controls to expose any payments,
     transactions or other procedures, which might be deemed illegal or
     otherwise improper.  Further, the Audit Committee should periodically
     review corporate policy statements in terms of their adequately
     representing the Corporation's Code of Conduct and Business Ethics Policy
     and the Corporation's Financial Code of Ethics.

  4. Review and disclose the required information in the annual proxy statement
     as outlined by the SEC.

  5. Review and recommend to the Board the appointment of a competent
     outsourcing vendor for internal audit services and/or in-house staff.
     If an outsourcing vendor is utilized, the Audit Committee will utilize
     the guidance from the Interagency Policy Statement on the Internal Audit
     Function and its Outsourcing in the selection and oversight of the
     outsourced activities.

  6. Review and approve the Internal Audit Department's proposed audit schedule
     for the coming year and the coordination of such programs with the external
     auditors' year-end requirements.  Particular attention should be given to
     maintaining the best effective balance between external and internal
     auditing resources.

  7. Monitor the activities of the Internal Audit Department and ensure that the
     Internal Audit Department adequately discharges responsibilities for the
     examination, review, and reporting to the Audit Committee that:

       a) Internal accounting and financial controls of the various areas are
          adequate and efficient and can be relied upon to produce accurate
          financial information.

       b) Internal controls adequately safeguard the assets of the Corporation.

       c) Financial records of the operational areas are complete and accurate
          and are in conformity with corporate policy, generally accepted
          accounting principles, and requirements of the various regulatory
          bodies.

       d) Operational areas are in compliance with FDIC, FRB, and all other
          Federal and State laws and regulations.

       e) Control over the development, maintenance, and operation of EDP
          systems are sufficient to ensure the accuracy, security, and
          completeness of data processing results.

  8. Prior to each periodic meeting, the Audit Committee will be provided a
     report prepared by Internal Audit, which outlines the findings of all audit
     engagements completed during the period.

  9. Review all reports on examinations made by the various regulatory agencies
     and evaluate management's responses to them.

  10.Establish "Whistleblower" procedures concerning accounting, internal
     control and/or auditing matters.

  11.Review financial statement filings with the SEC prior to their submission
     including the 10-K Annual Report and 10-Q Quarterly Reports.

  12.Submit minutes of Audit Committee meetings to the Board of Directors at the
     next regular Board meeting.


The foregoing list of functions is not intended to limit the Committee in
fulfilling its responsibilities, but rather is intended to provide an overview
of the principal duties to be performed by the Committee.

In performance of its duties, the Committee shall meet at least four times per
year and have full use of the Corporation's internal audit resources and engage,
if necessary, at the Corporation's expense, independent counsel and/or other
advisors as necessary, to advise the Committee in discharging its duties.







                   [ ORRSTOWN FINANCIAL SERVICES, INC. LOGO ]



This Proxy is solicited on behalf of the Board of Directors.

The  undersigned hereby appoints Patricia A. Corwell and Robert B.  Russell,  or
either of them, each with full power of substitution as attorneys and proxies of
the  undersigned to vote all Orrstown Financial Services, Inc. Common  Stock  of
the  undersigned at the Annual Meeting of Shareholders of the Company to be held
on Tuesday, May 4, 2004, at 9:00 A.M., in the King Street Conference Room of the
Orrstown   Bank   Administrative  Center  located  at  77  East   King   Street,
Shippensburg, Pennsylvania, and at any adjournment of such meeting, as fully and
effectually  as  the  undersigned  could do if personally  present,  and  hereby
revokes all previous proxies for said meeting.

Where a vote is not specified, the proxies will vote shares represented by  this
Proxy  FOR  the election of all three nominees for director to Class B  and  FOR
Proxy  Item  2  and  will  vote in accordance with  the  directions  of  Company
management on such other matters that may properly come before the meeting.

Please mark your votes as indicated in this example              [X]

Proxy Item 1 - Election of three directors to Class B to serve for a three (3)
year term.   Nominees:  Gregory A. Rosenberry, Glenn W. Snoke and Denver L.
Tuckey.

     FOR all nominees listed herein     WITHHOLD AUTHORITY
     (except as withheld) in space      to vote for all nominees listed
     provided                           herein

              [      ]                           [       ]

(Instructions:  To withhold authority to vote for any individual nominee,  write
that nominee's name in the space provided below.)
-----------------------------------------------------------------------------

Proxy  Item  2  -  Approval  of  an  amendment  to  the  Company's  Articles  of
Incorporation to increase the number of authorized shares of common  stock  from
10 million shares to 50 million shares.

          FOR                                    AGAINST    ABSTAIN

        [       ]                               [       ]  [       ]

Please  date and sign exactly as name appears hereon.  When signing as attorney,
executor,  administrator, trustee, guardian, etc., full title as such should  be
shown.   For  joint accounts, each joint owner should sign.  If  more  than  one
trustee  is  listed, all trustees should sign, unless one trustee has  power  to
sign for all.

                                    (Signature of Shareholder)
-----------------------------------
                                    (Signature of Shareholder)
------------------------------------
Dated:                        , 2004
       -----------------------