As filed with the Securities and Exchange Commission on April 11, 2000

                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        ORRSTOWN FINANCIAL SERVICES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Pennsylvania                                 23-2530374
     ------------------------                      ----------------------
     (State of Incorporation)                         I.R.S. Employer
                                                   Identification Number)

                               77 East King Street
                        Shippensburg, Pennsylvania 17257
                                 (717) 532-6114
    -----------------------------------------------------------------------
    (Address, including Zip Code, and Telephone Number, including Area Code,
                         of Principal Executive Offices)

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

                        Orrstown Financial Services, Inc.
                          Employee Stock Purchase Plan
                        --------------------------------
                            (Full Title of the Plan)

                              Kenneth R. Shoemaker
                      President and Chief Executive Officer
                        Orrstown Financial Services, Inc.
                               77 East King Street
                        Shippensburg, Pennsylvania 17257
            ---------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

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

                                    Copy to:

                           Dean H. Dusinberre, Esquire
                               Rhoads & Sinon LLP
                       One South Market Square, 12th Floor
                                  P.O. Box 1146
                            Harrisburg, PA 17108-1146
                                 (717) 233-5731

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

<TABLE>
<CAPTION>
                                    CALCULATION OF REGISTRATION FEE

====================================================================================================
                                                    Proposed           Proposed
   Title of Securities                               Maximum            Maximum
      Registration             Amount to be      Offering Price        Aggregate           Amount of
    to be Registered            Registered        Per Share(1)      Offering Price(1)         Fee
----------------------------------------------------------------------------------------------------
<S>                           <C>                   <C>                <C>                    <C>
Common Stock, no par value... 75,000 shares         $39.13             $2,934,750             $775

====================================================================================================
</TABLE>

     (1) Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(c), on the basis of $39.13 per share,
which was the average of the bid and asked price of the Common Stock on
April 6, 2000.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        ----------------------------------------

     The following documents have been filed by Orrstown Financial Services,
Inc. with the Securities and Exchange Commission ("SEC") and are incorporated
herein by reference:

     (a)  Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1999.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act") since the end of
          Registrant's fiscal year covered by the annual report referred to in
          (a) above.

     (c)  The description of Registrant's Common Stock contained in its
          registration statement filed under the Exchange Act, and any amendment
          or report filed for the purpose of updating such description.

     All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed incorporated document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.


ITEM 4. DESCRIPTION OF SECURITIES.
        --------------------------

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        ---------------------------------------

     Not applicable.


                                      II-1

<PAGE>


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        ------------------------------------------

     Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), provide that a business corporation may indemnify directors
and officers against liabilities they may incur in such capacities provided
certain standards are met, including good faith and the belief that the
particular action is in the best interests of the corporation. In general, this
power to indemnify does not exist in the case of actions against a director or
officer by or in the right of the corporation if the person entitled to
indemnification shall have been adjudged to be liable to the corporation unless
and only to the extent a court determines that the person is fairly and
reasonably entitled to indemnification. A corporation is required to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions. Section 1746 of the BCL provides that
the foregoing provisions shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under, among other
things, any by-law provision, provided that no indemnification may be made in
any case where the act or failure or act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness. Section 1747 of the BCL authorizes a corporation to purchase
insurance for directors and other representatives. The foregoing statement is
subject to the detailed provisions of Section 1741-1850 of the BCL.

     The By-laws of Orrstown Financial Services, Inc. (the "Company") provide
for indemnification of directors and officers to the extent provided in the BCL.
In accordance with Section 1713 of the BCL, the By-laws of the Company also
include a provision that the directors of the Company shall not be personally
liable for monetary damages as such for any action taken, or failure to take any
action, unless: (1) the director has breached or failed to perform the duties of
his office in good faith, in a manner he reasonably believes to be in the best
interests of the Company and with such care, including reasonable inquiry, skill
and diligence, as a person of ordinary prudence would use under similar
circumstances; and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. Pursuant to Section 1713 of
the BCL, this limitation of personal liability does not apply to (i) the
responsibility or liability of a director pursuant to any criminal statute or
(ii) the liability of a director for the payment of taxes pursuant to federal,
state or local law.

     The Company maintains directors and officers liability insurance providing
insurance under certain circumstances for directors and certain officers.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        ------------------------------------

     Not Applicable.


                                      II-2

<PAGE>


ITEM 8. EXHIBITS.
        ---------

          5    Opinion of Rhoads & Sinon LLP.

          23.1 Consent of Rhoads & Sinon LLP (included as part of Exhibit 5).

          23.2 Consent of Smith Elliott Kearns & Company.

          24   Powers of Attorney (included as part of signature page).

          99.1 Orrstown Financial Services, Inc. Employee Stock Purchase Plan.

ITEM 9. UNDERTAKINGS.
        -------------

     A. The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933 (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

              (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

     provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     the foregoing paragraph is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.


                                      II-3

<PAGE>


          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.


                                      II-4

<PAGE>


                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Shippensburg, Commonwealth of Pennsylvania, on April
6, 2000.

                                       ORRSTOWN FINANCIAL SERVICES, INC.
                                       (Registrant)


                                       By: /s/ Kenneth R. Shoemaker
                                           -------------------------------------
                                           Kenneth R. Shoemaker
                                           President and Chief Executive Officer


                                      II-5

<PAGE>


                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth R. Shoemaker and Joel R. Zullinger, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the Registration Statement to which
this power of attorney is attached, and to file all those amendments and all
exhibits to them and other documents to be filed in connection with them, with
the Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated below.

<TABLE>
<CAPTION>

        Signature                          Title                          Date
        ---------                          -----                          ----
<S>                                 <C>                                <C>
/s/ Kenneth R. Shoemaker            President and CEO and              April 6, 2000
-----------------------------       Director
Kenneth R. Shoemaker


/s/ Bradley S. Everly               Senior Vice President              April 6, 2000
-----------------------------       (Chief Financial Officer)
Bradley S. Everly


/s/ Robert B. Russell               Vice President                     April 6, 2000
-----------------------------       (Chief Accounting Officer)
Robert B. Russell


/s/ Anthony F. Ceddia               Director                           April 6, 2000
-----------------------------
Anthony F. Ceddia


/s/ Jeffrey W. Coy                  Director                           April 6, 2000
-----------------------------
Jeffrey W. Coy
</TABLE>



                                      II-6

<PAGE>


<TABLE>
<S>                                 <C>                                <C>
/s/ Andrea Pugh                     Director                           April 6, 2000
-----------------------------
Andrea Pugh


/s/ Gregory A. Rosenberry           Director                           April 6, 2000
-----------------------------
Gregory A. Rosenberry


/s/ Glenn W. Snoke                  Director                           April 6, 2000
-----------------------------
Glenn W. Snoke


-----------------------------       Director
Denver L. Tuckey


-----------------------------       Director
John S. Ward


/s/ Joel R. Zullinger               Director                           April 6, 2000
-----------------------------
Joel R. Zullinger
</TABLE>


                                      II-7

<PAGE>


                                INDEX TO EXHIBITS


Exhibit No.                   Exhibit
-----------                   -------

   5        Opinion of Rhoads & Sinon LLP.

   23.1     Consent of Rhoads & Sinon LLP (included as part of Exhibit 5).

   23.2     Consent of Smith Elliott Kearns & Company, LLC.

   24       Powers of Attorney (included as part of signature page).

   99.1     Orrstown Financial Services, Inc. Employee Stock Purchase Plan.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17838}]
{"company-data": {"conformed-name": "ORRSTOWN FINANCIAL SERVICES INC", "cik": "0000826154", "assigned-sic": "6022", "irs-number": "232530374", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34504", "film-number": "598349"}, "business-address": {"street1": "77 E KING STREET", "street2": "P O BOX 250", "city": "SHIPPENSBURG", "state": "PA", "zip": "17257", "phone": "7175326114"}, "mail-address": {"street1": "77 EAST KING STREET", "city": "SHIPPANSBURG", "state": "PA", "zip": "17257"}}
As filed with the Securities and Exchange Commission on April 11, 2000

                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        ORRSTOWN FINANCIAL SERVICES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Pennsylvania                                 23-2530374
     ------------------------                      ----------------------
     (State of Incorporation)                         I.R.S. Employer
                                                   Identification Number)

                               77 East King Street
                        Shippensburg, Pennsylvania 17257
                                 (717) 532-6114
    -----------------------------------------------------------------------
    (Address, including Zip Code, and Telephone Number, including Area Code,
                         of Principal Executive Offices)

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

                        Orrstown Financial Services, Inc.
                          Employee Stock Purchase Plan
                        --------------------------------
                            (Full Title of the Plan)

                              Kenneth R. Shoemaker
                      President and Chief Executive Officer
                        Orrstown Financial Services, Inc.
                               77 East King Street
                        Shippensburg, Pennsylvania 17257
            ---------------------------------------------------------
            (Name, Address and Telephone Number of Agent for Service)

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

                                    Copy to:

                           Dean H. Dusinberre, Esquire
                               Rhoads & Sinon LLP
                       One South Market Square, 12th Floor
                                  P.O. Box 1146
                            Harrisburg, PA 17108-1146
                                 (717) 233-5731

                              ---------------------
CALCULATION OF REGISTRATION FEE

====================================================================================================
                                                    Proposed           Proposed
   Title of Securities                               Maximum            Maximum
      Registration             Amount to be      Offering Price        Aggregate           Amount of
    to be Registered            Registered        Per Share(1)      Offering Price(1)         Fee
----------------------------------------------------------------------------------------------------
Common Stock, no par value... 75,000 shares         $39.13             $2,934,750             $775

====================================================================================================
(1) Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(c), on the basis of $39.13 per share,
which was the average of the bid and asked price of the Common Stock on
April 6, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
        ----------------------------------------

     The following documents have been filed by Orrstown Financial Services,
Inc. with the Securities and Exchange Commission ("SEC") and are incorporated
herein by reference:

     (a)  Registrant's Annual Report on Form 10-K for the year ended
          December 31, 1999.

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act") since the end of
          Registrant's fiscal year covered by the annual report referred to in
          (a) above.

     (c)  The description of Registrant's Common Stock contained in its
          registration statement filed under the Exchange Act, and any amendment
          or report filed for the purpose of updating such description.

     All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed incorporated document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.

ITEM 4. DESCRIPTION OF SECURITIES.
        --------------------------

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
        ---------------------------------------

     Not applicable.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
        ------------------------------------------

     Sections 1741-1743 of the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), provide that a business corporation may indemnify directors
and officers against liabilities they may incur in such capacities provided
certain standards are met, including good faith and the belief that the
particular action is in the best interests of the corporation. In general, this
power to indemnify does not exist in the case of actions against a director or
officer by or in the right of the corporation if the person entitled to
indemnification shall have been adjudged to be liable to the corporation unless
and only to the extent a court determines that the person is fairly and
reasonably entitled to indemnification. A corporation is required to indemnify
directors and officers against expenses they may incur in defending actions
against them in such capacities if they are successful on the merits or
otherwise in the defense of such actions. Section 1746 of the BCL provides that
the foregoing provisions shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under, among other
things, any by-law provision, provided that no indemnification may be made in
any case where the act or failure or act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness. Section 1747 of the BCL authorizes a corporation to purchase
insurance for directors and other representatives. The foregoing statement is
subject to the detailed provisions of Section 1741-1850 of the BCL.

     The By-laws of Orrstown Financial Services, Inc. (the "Company") provide
for indemnification of directors and officers to the extent provided in the BCL.
In accordance with Section 1713 of the BCL, the By-laws of the Company also
include a provision that the directors of the Company shall not be personally
liable for monetary damages as such for any action taken, or failure to take any
action, unless: (1) the director has breached or failed to perform the duties of
his office in good faith, in a manner he reasonably believes to be in the best
interests of the Company and with such care, including reasonable inquiry, skill
and diligence, as a person of ordinary prudence would use under similar
circumstances; and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. Pursuant to Section 1713 of
the BCL, this limitation of personal liability does not apply to (i) the
responsibility or liability of a director pursuant to any criminal statute or
(ii) the liability of a director for the payment of taxes pursuant to federal,
state or local law.

     The Company maintains directors and officers liability insurance providing
insurance under certain circumstances for directors and certain officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
        ------------------------------------

     Not Applicable.

                                      II-2
ITEM 8. EXHIBITS.
        ---------

          5    Opinion of Rhoads & Sinon LLP.

          23.1 Consent of Rhoads & Sinon LLP (included as part of Exhibit 5).

          23.2 Consent of Smith Elliott Kearns & Company.

          24   Powers of Attorney (included as part of signature page).

          99.1 Orrstown Financial Services, Inc. Employee Stock Purchase Plan.

ITEM 9. UNDERTAKINGS.
        -------------

     A. The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

                (i) To include any prospectus required by Section 10(a)(3) of
                    the Securities Act of 1933 (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement;

              (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    registration statement or any material change to such
                    information in the registration statement;

     provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     the foregoing paragraph is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
     are incorporated by reference in the Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                      II-3
(3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Shippensburg, Commonwealth of Pennsylvania, on April
6, 2000.

                                       ORRSTOWN FINANCIAL SERVICES, INC.
                                       (Registrant)

                                       By: /s/ Kenneth R. Shoemaker
                                           -------------------------------------
                                           Kenneth R. Shoemaker
                                           President and Chief Executive Officer

                                      II-5
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth R. Shoemaker and Joel R. Zullinger, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the Registration Statement to which
this power of attorney is attached, and to file all those amendments and all
exhibits to them and other documents to be filed in connection with them, with
the Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated below.
Signature                          Title                          Date
        ---------                          -----                          ----
/s/ Kenneth R. Shoemaker            President and CEO and              April 6, 2000
-----------------------------       Director
Kenneth R. Shoemaker

/s/ Bradley S. Everly               Senior Vice President              April 6, 2000
-----------------------------       (Chief Financial Officer)
Bradley S. Everly

/s/ Robert B. Russell               Vice President                     April 6, 2000
-----------------------------       (Chief Accounting Officer)
Robert B. Russell

/s/ Anthony F. Ceddia               Director                           April 6, 2000
-----------------------------
Anthony F. Ceddia

/s/ Jeffrey W. Coy                  Director                           April 6, 2000
-----------------------------
Jeffrey W. Coy
II-6
/s/ Andrea Pugh                     Director                           April 6, 2000
-----------------------------
Andrea Pugh

/s/ Gregory A. Rosenberry           Director                           April 6, 2000
-----------------------------
Gregory A. Rosenberry

/s/ Glenn W. Snoke                  Director                           April 6, 2000
-----------------------------
Glenn W. Snoke

-----------------------------       Director
Denver L. Tuckey

-----------------------------       Director
John S. Ward

/s/ Joel R. Zullinger               Director                           April 6, 2000
-----------------------------
Joel R. Zullinger
II-7
INDEX TO EXHIBITS

Exhibit No.                   Exhibit
-----------                   -------

   5        Opinion of Rhoads & Sinon LLP.

   23.1     Consent of Rhoads & Sinon LLP (included as part of Exhibit 5).

   23.2     Consent of Smith Elliott Kearns & Company, LLC.

   24       Powers of Attorney (included as part of signature page).

   99.1     Orrstown Financial Services, Inc. Employee Stock Purchase Plan.