As filed with the Securities and Exchange Commission on
September _____, 2002

                                      Registration No. 333-_____

================================================================

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                       ____________________

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

              PennRock Financial Services Corp.
      (Exact name of Registrant as specified in its charter)

              Pennsylvania                  23-2400021
    (State or other jurisdiction of      (I.R.S. Employer
     incorporation or organization)   Identification Number)

                PennRock Financial Services Corp.
                    Stock Incentive Plan of 2002
                       (Full title of Plan)

                  PennRock Financial Services Corp.
                           1060 Main Street
                   Blue Ball, Pennsylvania 17506
                          (717) 354-4541
                (Address, including zip code, and
              telephone number, including area code,
           of Registrant's principal executive offices)

                          George B. Crisp
                   Vice President and Treasurer
                 PennRock Financial Services Corp.
                           1060 Main Street
                    Blue Ball, Pennsylvania 17506
                           (717) 354-4541
              (Name, address, including zip code, and
               telephone number, including area code,
                       of agent for service)



                            Copies to:

                     Clinton W. Kemp, Esquire
                       Stevens & Lee, P.C.
                          P.O. Box 1594
                      25 North Queen Street
                            Suite 602
                 Lancaster, Pennsylvania  17608-1594
                          (717) 399-6623
                      ____________________

                 CALCULATION OF REGISTRATION FEE

                              Proposed     Proposed      Amount
Title of each                 Maximum      Maximum         of
   Class of       Amount      Offering    Aggregate     Regist-
Securities to      to be     Price per     Offering      ration
Registered(1)   Registered    Share(2)     Price(2)       Fee

Common Stock,     500,000      $28.43    $14,215,000   $1,307.78
$2.50 par
value

(1)  Based on the maximum number of shares of PennRock Financial
     Services Corp. common stock, $2.50 par value per share,
     authorized for issuance under the Plan set forth above.

(2)  Estimated pursuant to Rule 457(c) and (h)(1) solely for the
     purpose of calculating the amount of the registration fee
     based upon the average of the bid and asked prices for a
     share of the Registrant's common stock on September 13,
     2002.

================================================================



                             PART II

Item 3.   Incorporation of Documents by Reference.

     In this Registration Statement, "we," "us" and "our" refer
to PennRock Financial Services Corp.

     The following documents filed with the Securities and
Exchange Commission (the "SEC") are incorporated by reference in
this Registration Statement and made a part hereof:

          (a)  our Annual Report on Form 10-K for the fiscal
               year ended December 31, 2001;

          (b)  our Quarterly Reports on Form 10-Q for the fiscal
               quarters ended March 31, 2002 and June 30, 2002;

          (c)  our Current Reports on Form 8-K filed with the
               SEC on June 26, 2002 and July 10, 2002; and

          (d)  all other documents filed by us after the date of
               this Registration Statement under Section 13(a),
               13(c),14 and 15(d) of the Securities Exchange Act
               of 1934, prior to the filing of a post-effective
               amendment to the Registration Statement 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 part of this Registration Statement
               from the date of filing of such documents.



Item 4.  Description of Securities.

     Our authorized capital stock consists of 20,000,000 shares
of Common Stock, $2.50 par value.  As of August 31, 2002, there
were 6,949,110 shares of our Common Stock issued and
outstanding.  There are no other shares of capital stock
authorized, issued or outstanding.

Common Stock

     The holders of our Common Stock share ratably in dividends
when and if declared by our board of directors from legally
available funds.  Our declaration and payment of cash dividends
depends largely upon the receipt of dividends from our
subsidiary, Blue Ball National Bank, which is our primary source
of revenue and cash flow.  We are a legal entity separate and
distinct from our subsidiaries.  Accordingly, our right, and
consequently the right of our creditors and shareholders, to
participate in any distribution of the assets or earnings of our
subsidiaries is necessarily subject to the prior claims of
creditors of our subsidiaries, except to the extent that any
claims in our capacity as a creditor of our subsidiaries may be
recognized.

     Holders of our Common Stock are entitled to one vote per
share on all matters presented to our shareholders and may not
cumulate their votes for the election of directors.

     Our articles of incorporation authorize our board of
directors to issue authorized shares of our Common Stock without
shareholder approval.  Holders of our Common Stock have no
preemptive rights to acquire any additional shares of our Common
Stock.  Our Common Stock is presently included for quotation on
the Nasdaq National Market.

     In the event of our liquidation, dissolution or winding-up,
whether voluntary or involuntary, holders of our Common Stock
share ratably in any of our assets or funds that are available
for distribution to shareholders after the satisfaction of our
liabilities or after adequate provision is made for the payment
of such liabilities.

Amendment of Articles or Bylaws

     Unless our board of directors has previously approved an
amendment to our articles of incorporation, any amendment to our
articles of incorporation must be approved by the holders of 85%
of the outstanding shares entitled to vote.  If the amendment
was previously approved by our board of directors, then only the
affirmative vote of the holders of a majority of the outstanding
shares entitled to vote is necessary to approve the amendment.

     Our board of directors has the power to amend our bylaws,
subject to the right of our shareholders to amend, repeal, or
alter any provision of the bylaws by an affirmative vote of the
holders of 85% of the outstanding shares entitled to vote.

Antitakeover Provisions

     Our articles of incorporation and bylaws include certain
provisions that may have the effect of deterring an unsolicited
tender offer for our stock or a proxy contest to obtain control
of our board of directors.

     The provisions in our articles of incorporation that may
have this effect include the following:  (i) a provision that
provides for substantial authorized but unissued shares of
Common Stock, (ii) a provision that denies our shareholders the
right to cumulate their votes for the election of directors,
(iii) a provision that requires a greater than majority
shareholder vote in order to approve certain business
combinations and other extraordinary corporate transactions,
(iv) a provision that establishes criteria to be applied by our
board of directors in evaluating an acquisition proposal, (v) a
provision that requires a greater than majority shareholder vote
in order for our shareholders to remove a director from office
without cause, (vi) a provision that prohibits the taking of any
action by our shareholders without a meeting and eliminates the
right of our shareholders to call a special meeting, (vii) a
provision that limits the right of our shareholders to amend our
bylaws, and (viii) a provision that requires under certain
circumstances a greater than majority shareholder vote in order
to amend our articles of incorporation.

     Our bylaws include the following provisions that may also
have the effect of deterring an unsolicited tender offer for our
stock or a proxy contest to obtain control of our board of
directors:  (i) a provision that limits the permissible number
of directors, (ii) a provision that establishes a classified
board of directors, and (iii) a provision that requires advanced
written notice as a precondition to the nomination of any person
for election to our board of directors, other than in the case
of nominations made by existing management.

Pennsylvania Corporate Law Provisions

     The Pennsylvania Business Corporation Law of 1988 also
contains certain provisions applicable to us that may have the
effect of impeding a change in control.  These provisions, among
other things:

     *  require that, following any acquisition of 20% of a
        public corporation, the remaining shareholders have the
        right to receive payment for their shares, in cash, from
        the acquiring person or group in an amount equal to the
        "fair value" of the shares, including an increment
        representing a proportion of any value payable for
        control of the corporation; and

     *  prohibit for five years, subject to certain exceptions,
        a "business combination," which includes a merger or
        consolidation of the corporation or a sale, lease or
        exchange of assets, with a shareholder or group of
        shareholders beneficially owning 20% or more of a public
        corporation's voting power.

     *  our board of directors can consider the effects
        of a transaction on employees and the communities we
        serve as well as our shareholders in determining whether
        a certain action is in the best interests of the
        corporation;

     *  provide that our board of directors need not consider
        the interests of any particular group as dominant or
        controlling;

     *  provide that our directors, in order to satisfy the
        presumption that they have acted in the best interests
        of the corporation, need not satisfy any greater
        obligation or higher burden of proof for actions
        relating to an acquisition or potential acquisition of
        control;

     *  provide that actions relating to acquisitions of
        control that are approved by a majority of
        "disinterested directors" are presumed to satisfy the
        directors' standard, unless it is proven by clear and
        convincing evidence that the directors did not assent to
        such action in good faith after reasonable
        investigation; and

     *  provide that the fiduciary duty of our directors is
        solely to the corporation and may be enforced by the
        corporation or by a shareholder in a derivative action,
        but not by a shareholder directly.

     The Pennsylvania Business Corporation Law of 1988
explicitly provides that the fiduciary duty of directors does
not require directors to:

     *  redeem any rights under, or to modify or render
        inapplicable, any shareholder rights plan;

     *  render inapplicable, or make determinations under,
        provisions of the Pennsylvania Business Corporation Law
        of 1988, relating to control transactions, business
        combinations, control share acquisitions or disgorgement
        by certain controlling shareholders following attempts
        to acquire control; or

     *  act as the board of directors, a committee of the board
        or an individual director solely because of the effect
        such action might have on an acquisition or potential or
        proposed acquisition of control of the corporation or
        the consideration that might be offered or paid to
        shareholders in such an acquisition.

     One effect of these provisions may be to make it more
difficult for a shareholder to successfully challenge the
actions of our board of directors in a potential change in
control context.  Pennsylvania case law appears to provide that
the fiduciary duty standard under the Pennsylvania Business
Corporation Law grants directors the statutory authority to
reject or refuse to consider any potential or proposed
acquisition of the corporation.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such
capacities for any action taken or any failure to act, whether
or not the corporation would have the power to indemnify the
person under any provision of law, unless such action or failure
to act is determined by a court to have constituted recklessness
or willful misconduct.  Pennsylvania law also permits the
adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any
action, unless (1) the director has breached or failed to
perform the duties of his office and (2) the breach or failure
to perform constitutes self-dealing, willful misconduct or
recklessness.

     Our bylaws provide for (1) indemnification of our
directors, officers, employees and agents, and (2) the
elimination of a director's liability for monetary damages, to
the fullest extent permitted by Pennsylvania law.

     Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by us.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits

     Exhibits:

Number    Description

  5.1     Opinion and consent of Stevens & Lee.

 23.1     Consent of Simon Lever & Company.

 23.2     Consent of Stevens & Lee (included in Exhibit 5.1).

 24.1     Powers of Attorney of Directors and Officers (included
          on signature page).

 99.1     PennRock Financial Services Corp. Stock Incentive Plan
          of 2002.

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;

               (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.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective 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 paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That for the purpose of determining any liability
under the Securities Act of 1933, 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.

          (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
of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.

     (h)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant, 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 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 whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.



                            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 that it has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Blue Ball, Pennsylvania, on September 10, 2002.

                              PENNROCK FINANCIAL SERVICES
                              CORP.

                              By: /s/ Melvin Pankuch________
               "                 Melvin Pankuch
                                 Executive Vice President and
                                 Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Glenn H.
Weaver, Melvin Pankuch, and George B. Crisp, or any one of them,
his or her true and lawful attorney-in-fact, as agent with full
power of substitution and resubstitution of him or her and in
his name, place and stead, in any and all capacity, to sign any
or all amendments to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent 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 by the following
persons in the capacities and on the dates indicated.

   Signature               Title

/s/ Norman Hahn        Chairman and           September 10, 2002
Norman Hahn            Director

/s/ Glenn H. Weaver _  President and          September 10, 2002
Glenn H. Weaver        Director

/s/ Melvin Pankuch     Executive Vice         September 10, 2002
Melvin Pankuch         President, Chief
                       Executive Officer
                       and Director

/s/ Irving E. Bressler Director               September 10, 2002
Irving E. Bressler

/s/ Sandra J. Bricker_ Director               September 10, 2002
Sandra J. Bricker

/s/ George B. Crisp___ Vice President and     September 10, 2002
George B. Crisp        Treasurer (Principal
                       Financial and
                       Accounting Officer)

/s/ Lewis M. Good_____ Director               September 10, 2002
Lewis M. Good

/s/ Elton Horning_____ Director               September 10, 2002
Elton Horning

/s/ Aaron S. Kurtz____ Director               September 10, 2002
Aaron S. Kurtz

/s/ Robert L. Spotts__ Director               September 10, 2002
Robert L. Spotts

/s/ Dale M. Weaver____ Director               September 10, 2002
Dale M. Weaver

/s/ Robert K. Weaver__ Secretary and          September 10, 2002
Robert K. Weaver       Director



                        EXHIBIT INDEX

Number   Description

  5.1     Opinion and consent of Stevens & Lee.

 23.1     Consent of Simon Lever & Company.

 23.2     Consent of Stevens & Lee (included in Exhibit 5.1).

 24.1     Powers of Attorney of Directors and Officers (included
          on signature page).

 99.1     PennRock Financial Services Corp. Stock Incentive
          Plan of 2002.

_______
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As filed with the Securities and Exchange Commission on
September _____, 2002

                                      Registration No. 333-_____

================================================================

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                       ____________________

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

              PennRock Financial Services Corp.
      (Exact name of Registrant as specified in its charter)

              Pennsylvania                  23-2400021
    (State or other jurisdiction of      (I.R.S. Employer
     incorporation or organization)   Identification Number)

                PennRock Financial Services Corp.
                    Stock Incentive Plan of 2002
                       (Full title of Plan)

                  PennRock Financial Services Corp.
                           1060 Main Street
                   Blue Ball, Pennsylvania 17506
                          (717) 354-4541
                (Address, including zip code, and
              telephone number, including area code,
           of Registrant's principal executive offices)

                          George B. Crisp
                   Vice President and Treasurer
                 PennRock Financial Services Corp.
                           1060 Main Street
                    Blue Ball, Pennsylvania 17506
                           (717) 354-4541
              (Name, address, including zip code, and
               telephone number, including area code,
                       of agent for service)

                            Copies to:

                     Clinton W. Kemp, Esquire
                       Stevens & Lee, P.C.
                          P.O. Box 1594
                      25 North Queen Street
                            Suite 602
                 Lancaster, Pennsylvania  17608-1594
                          (717) 399-6623
                      ____________________

                 CALCULATION OF REGISTRATION FEE

                              Proposed     Proposed      Amount
Title of each                 Maximum      Maximum         of
   Class of       Amount      Offering    Aggregate     Regist-
Securities to      to be     Price per     Offering      ration
Registered(1)   Registered    Share(2)     Price(2)       Fee

Common Stock,     500,000      $28.43    $14,215,000   $1,307.78
$2.50 par
value

(1)  Based on the maximum number of shares of PennRock Financial
     Services Corp. common stock, $2.50 par value per share,
     authorized for issuance under the Plan set forth above.

(2)  Estimated pursuant to Rule 457(c) and (h)(1) solely for the
     purpose of calculating the amount of the registration fee
     based upon the average of the bid and asked prices for a
     share of the Registrant's common stock on September 13,
     2002.

================================================================

                             PART II

Item 3.   Incorporation of Documents by Reference.

     In this Registration Statement, "we," "us" and "our" refer
to PennRock Financial Services Corp.

     The following documents filed with the Securities and
Exchange Commission (the "SEC") are incorporated by reference in
this Registration Statement and made a part hereof:

          (a)  our Annual Report on Form 10-K for the fiscal
               year ended December 31, 2001;

          (b)  our Quarterly Reports on Form 10-Q for the fiscal
               quarters ended March 31, 2002 and June 30, 2002;

          (c)  our Current Reports on Form 8-K filed with the
               SEC on June 26, 2002 and July 10, 2002; and

          (d)  all other documents filed by us after the date of
               this Registration Statement under Section 13(a),
               13(c),14 and 15(d) of the Securities Exchange Act
               of 1934, prior to the filing of a post-effective
               amendment to the Registration Statement 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 part of this Registration Statement
               from the date of filing of such documents.

Item 4.  Description of Securities.

     Our authorized capital stock consists of 20,000,000 shares
of Common Stock, $2.50 par value.  As of August 31, 2002, there
were 6,949,110 shares of our Common Stock issued and
outstanding.  There are no other shares of capital stock
authorized, issued or outstanding.

Common Stock

     The holders of our Common Stock share ratably in dividends
when and if declared by our board of directors from legally
available funds.  Our declaration and payment of cash dividends
depends largely upon the receipt of dividends from our
subsidiary, Blue Ball National Bank, which is our primary source
of revenue and cash flow.  We are a legal entity separate and
distinct from our subsidiaries.  Accordingly, our right, and
consequently the right of our creditors and shareholders, to
participate in any distribution of the assets or earnings of our
subsidiaries is necessarily subject to the prior claims of
creditors of our subsidiaries, except to the extent that any
claims in our capacity as a creditor of our subsidiaries may be
recognized.

     Holders of our Common Stock are entitled to one vote per
share on all matters presented to our shareholders and may not
cumulate their votes for the election of directors.

     Our articles of incorporation authorize our board of
directors to issue authorized shares of our Common Stock without
shareholder approval.  Holders of our Common Stock have no
preemptive rights to acquire any additional shares of our Common
Stock.  Our Common Stock is presently included for quotation on
the Nasdaq National Market.

     In the event of our liquidation, dissolution or winding-up,
whether voluntary or involuntary, holders of our Common Stock
share ratably in any of our assets or funds that are available
for distribution to shareholders after the satisfaction of our
liabilities or after adequate provision is made for the payment
of such liabilities.

Amendment of Articles or Bylaws

     Unless our board of directors has previously approved an
amendment to our articles of incorporation, any amendment to our
articles of incorporation must be approved by the holders of 85%
of the outstanding shares entitled to vote.  If the amendment
was previously approved by our board of directors, then only the
affirmative vote of the holders of a majority of the outstanding
shares entitled to vote is necessary to approve the amendment.

     Our board of directors has the power to amend our bylaws,
subject to the right of our shareholders to amend, repeal, or
alter any provision of the bylaws by an affirmative vote of the
holders of 85% of the outstanding shares entitled to vote.

Antitakeover Provisions

     Our articles of incorporation and bylaws include certain
provisions that may have the effect of deterring an unsolicited
tender offer for our stock or a proxy contest to obtain control
of our board of directors.

     The provisions in our articles of incorporation that may
have this effect include the following:  (i) a provision that
provides for substantial authorized but unissued shares of
Common Stock, (ii) a provision that denies our shareholders the
right to cumulate their votes for the election of directors,
(iii) a provision that requires a greater than majority
shareholder vote in order to approve certain business
combinations and other extraordinary corporate transactions,
(iv) a provision that establishes criteria to be applied by our
board of directors in evaluating an acquisition proposal, (v) a
provision that requires a greater than majority shareholder vote
in order for our shareholders to remove a director from office
without cause, (vi) a provision that prohibits the taking of any
action by our shareholders without a meeting and eliminates the
right of our shareholders to call a special meeting, (vii) a
provision that limits the right of our shareholders to amend our
bylaws, and (viii) a provision that requires under certain
circumstances a greater than majority shareholder vote in order
to amend our articles of incorporation.

     Our bylaws include the following provisions that may also
have the effect of deterring an unsolicited tender offer for our
stock or a proxy contest to obtain control of our board of
directors:  (i) a provision that limits the permissible number
of directors, (ii) a provision that establishes a classified
board of directors, and (iii) a provision that requires advanced
written notice as a precondition to the nomination of any person
for election to our board of directors, other than in the case
of nominations made by existing management.

Pennsylvania Corporate Law Provisions

     The Pennsylvania Business Corporation Law of 1988 also
contains certain provisions applicable to us that may have the
effect of impeding a change in control.  These provisions, among
other things:

     *  require that, following any acquisition of 20% of a
        public corporation, the remaining shareholders have the
        right to receive payment for their shares, in cash, from
        the acquiring person or group in an amount equal to the
        "fair value" of the shares, including an increment
        representing a proportion of any value payable for
        control of the corporation; and

     *  prohibit for five years, subject to certain exceptions,
        a "business combination," which includes a merger or
        consolidation of the corporation or a sale, lease or
        exchange of assets, with a shareholder or group of
        shareholders beneficially owning 20% or more of a public
        corporation's voting power.

     *  our board of directors can consider the effects
        of a transaction on employees and the communities we
        serve as well as our shareholders in determining whether
        a certain action is in the best interests of the
        corporation;

     *  provide that our board of directors need not consider
        the interests of any particular group as dominant or
        controlling;

     *  provide that our directors, in order to satisfy the
        presumption that they have acted in the best interests
        of the corporation, need not satisfy any greater
        obligation or higher burden of proof for actions
        relating to an acquisition or potential acquisition of
        control;

     *  provide that actions relating to acquisitions of
        control that are approved by a majority of
        "disinterested directors" are presumed to satisfy the
        directors' standard, unless it is proven by clear and
        convincing evidence that the directors did not assent to
        such action in good faith after reasonable
        investigation; and

     *  provide that the fiduciary duty of our directors is
        solely to the corporation and may be enforced by the
        corporation or by a shareholder in a derivative action,
        but not by a shareholder directly.

     The Pennsylvania Business Corporation Law of 1988
explicitly provides that the fiduciary duty of directors does
not require directors to:

     *  redeem any rights under, or to modify or render
        inapplicable, any shareholder rights plan;

     *  render inapplicable, or make determinations under,
        provisions of the Pennsylvania Business Corporation Law
        of 1988, relating to control transactions, business
        combinations, control share acquisitions or disgorgement
        by certain controlling shareholders following attempts
        to acquire control; or

     *  act as the board of directors, a committee of the board
        or an individual director solely because of the effect
        such action might have on an acquisition or potential or
        proposed acquisition of control of the corporation or
        the consideration that might be offered or paid to
        shareholders in such an acquisition.

     One effect of these provisions may be to make it more
difficult for a shareholder to successfully challenge the
actions of our board of directors in a potential change in
control context.  Pennsylvania case law appears to provide that
the fiduciary duty standard under the Pennsylvania Business
Corporation Law grants directors the statutory authority to
reject or refuse to consider any potential or proposed
acquisition of the corporation.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such
capacities for any action taken or any failure to act, whether
or not the corporation would have the power to indemnify the
person under any provision of law, unless such action or failure
to act is determined by a court to have constituted recklessness
or willful misconduct.  Pennsylvania law also permits the
adoption of a bylaw amendment, approved by shareholders,
providing for the elimination of a director's liability for
monetary damages for any action taken or any failure to take any
action, unless (1) the director has breached or failed to
perform the duties of his office and (2) the breach or failure
to perform constitutes self-dealing, willful misconduct or
recklessness.

     Our bylaws provide for (1) indemnification of our
directors, officers, employees and agents, and (2) the
elimination of a director's liability for monetary damages, to
the fullest extent permitted by Pennsylvania law.

     Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by us.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits

     Exhibits:

Number    Description

  5.1     Opinion and consent of Stevens & Lee.

 23.1     Consent of Simon Lever & Company.

 23.2     Consent of Stevens & Lee (included in Exhibit 5.1).

 24.1     Powers of Attorney of Directors and Officers (included
          on signature page).

 99.1     PennRock Financial Services Corp. Stock Incentive Plan
          of 2002.

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;

               (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.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective 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 paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

          (2)  That for the purpose of determining any liability
under the Securities Act of 1933, 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.

          (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
of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.

     (h)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant, 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 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 whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                            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 that it has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in Blue Ball, Pennsylvania, on September 10, 2002.

                              PENNROCK FINANCIAL SERVICES
                              CORP.

                              By: /s/ Melvin Pankuch________
               "                 Melvin Pankuch
                                 Executive Vice President and
                                 Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Glenn H.
Weaver, Melvin Pankuch, and George B. Crisp, or any one of them,
his or her true and lawful attorney-in-fact, as agent with full
power of substitution and resubstitution of him or her and in
his name, place and stead, in any and all capacity, to sign any
or all amendments to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto such attorney-in-fact and agent 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 by the following
persons in the capacities and on the dates indicated.

   Signature               Title

/s/ Norman Hahn        Chairman and           September 10, 2002
Norman Hahn            Director

/s/ Glenn H. Weaver _  President and          September 10, 2002
Glenn H. Weaver        Director

/s/ Melvin Pankuch     Executive Vice         September 10, 2002
Melvin Pankuch         President, Chief
                       Executive Officer
                       and Director

/s/ Irving E. Bressler Director               September 10, 2002
Irving E. Bressler

/s/ Sandra J. Bricker_ Director               September 10, 2002
Sandra J. Bricker

/s/ George B. Crisp___ Vice President and     September 10, 2002
George B. Crisp        Treasurer (Principal
                       Financial and
                       Accounting Officer)

/s/ Lewis M. Good_____ Director               September 10, 2002
Lewis M. Good

/s/ Elton Horning_____ Director               September 10, 2002
Elton Horning

/s/ Aaron S. Kurtz____ Director               September 10, 2002
Aaron S. Kurtz

/s/ Robert L. Spotts__ Director               September 10, 2002
Robert L. Spotts

/s/ Dale M. Weaver____ Director               September 10, 2002
Dale M. Weaver

/s/ Robert K. Weaver__ Secretary and          September 10, 2002
Robert K. Weaver       Director

                        EXHIBIT INDEX

Number   Description

  5.1     Opinion and consent of Stevens & Lee.

 23.1     Consent of Simon Lever & Company.

 23.2     Consent of Stevens & Lee (included in Exhibit 5.1).

 24.1     Powers of Attorney of Directors and Officers (included
          on signature page).

 99.1     PennRock Financial Services Corp. Stock Incentive
          Plan of 2002.

_______