Orrstown Financial Services Inc – ‘S-3DPOS’ on 12/10/99

On:  Friday, 12/10/99   ·   Effective:  12/10/99   ·   Accession #:  950115-99-1609   ·   File #:  333-53405

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Post-Effective Amendment to an S-3D   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3DPOS     Post-Effective Amendment                              49    138K 
 2: EX-99.(C)   Plan Benefits                                          1      6K 
 3: EX-99.(D)   Miscellaneous Exhibit                                  2±     8K 

S-3DPOS   —   Post-Effective Amendment
Document Table of Contents

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As filed with the Securities and Exchange Commission on December 10, 1999       
                                                      Registration No. 333-53405
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 1
FORM S-3

 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 or other jurisdiction of                 (I.R.S. Employer                
incorporation or organization)               Identification Number)             

 77 East King Street, Shippensburg, Pennsylvania 17257
(717) 532-6114
(Address, including zip code, and telephone number, 
including area code, of registrant's
principal executive offices)

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

                                                        [Enlarge/Download Table]

                                                             Copy to:                   

                                                                                        
Kenneth R. Shoemaker, President and Chief Executive Officer  Dean H. Dusinberre, Esquire
Orrstown Financial Services, Inc.                            Rhoads & Sinon LLP         
77 East King Street, Shippensburg, PA 17257                  One South Market Square    
(717) 530-2600                                               P.O. Box 1146              
(Name, address, including zip code, and telephone number,    Harrisburg, PA  17108-1146 
including area code, of agent for service)                   (717) 233-5731             

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

     Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Post-Effective Amendment No. 1 to  
the Registration Statement.                                                     

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

If the only securities being registered on this Form are being offered pursuant 
to dividend or interest reinvestment plans, please check the following box. |X| 

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |_|                                

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective       
registration statement for the same offering. |_|                               

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act, check the following box and list the Securities Act         
registration statement number of the earlier effective registration statement   
for the same offering. |_|                                                      

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box. |_|                                             

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 [ORRSTOWN FINANCIAL SERVICES, INC. LETTERHEAD LOGO]

PROSPECTUS                                                                      

 STOCKHOLDER DIVIDEND REINVESTMENT
 AND STOCK PURCHASE PLAN

    Orrstown Financial Services, Inc. ("Orrstown") hereby offers participation
in its Stockholder Dividend Reinvestment and Stock Purchase Plan (the "Plan")   
which is effective as of January 1, 2000. The Plan constitutes an amendment of  
and successor to the current Dividend Reinvestment Plan of Orrstown which was   
instituted in 1998 (the "1998 Plan") and which remains in effect until December 
31, 1999. Each Participant in the 1998 Plan will automatically be enrolled in   
the Plan. The Plan provides Participants with an opportunity to purchase        
Orrstown's Common Stock (the "Shares") by reinvesting all or a portion of the   
cash dividends paid on their Shares in additional Shares. The Plan also provides
Participants with a convenient and economical way to voluntarily purchase       
additional shares through voluntary cash payments of not less than $100 per     
payment nor more than $2,500 per quarter. Some of the significant features of   
the Plan are:                                                                   

     o    Participants may purchase Shares through the automatic reinvestment of
quarterly cash dividends on their Shares.                   

  o    Participants may make voluntary cash contributions to be applied to
the purchase of additional Shares.                          

    o    Participants must either be a registered owner or beneficial owner of
      Shares to be eligible to participate. Participants may participate
    with respect to all or a specified fixed number of their Shares.

  o    Brokerage commissions and other service charges will not be charged
for purchases made under the Plan.                          

o    Participants may deposit Share certificates held by them and     
          registered in their names into the Plan and thereby avoid the need for
safekeeping of certificates.                                

    o    To fulfill requirements for the Plan, Shares will be purchased in the
open market as available or directly from Orrstown.         

  o    A beneficial owner of Shares held through a broker or other nominee
    name may participate in the Plan either by making an appropriate
        arrangement with the nominee or by having the Shares transferred and
registered in the beneficial owner's name.                  

  Participation in the Plan is voluntary. Participants may terminate their
participation at any time. Shareholders who do not choose to participate in the 
Plan will continue to receive cash dividends, as declared, in the usual manner. 

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You should rely only on the information incorporated by reference or  
provided in this Prospectus or any Prospectus Supplement. We have not authorized
anyone else to provide you with different information. We are not making an     
offer of these securities in any state where the offer is not permitted. You    
should not assume that the information in this Prospectus or any Prospectus     
Supplement is accurate as of any date other than the date on the front of those 
documents.                                                                      

 Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved the Common Stock or determined if this   
Prospectus is accurate or complete. Any representation to the contrary is a     
criminal offense.                                                               

It is suggested that this Prospectus be retained for future use.

 The date of this Prospectus is December 10, 1999.

 WHERE YOU CAN FIND MORE INFORMATION

Orrstown files annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy  
any materials we file with the SEC at the SEC's Public Reference Room at 450    
Fifth Street, N.W., Washington, D.C. 20549. To obtain information on the        
operation of the Public Reference Room, call the SEC at 1-800-SEC-0330. The SEC 
also maintains an Internet site at http://www.sec.gov where you can             
electronically access copies of our SEC filings.                                

The SEC allows us to "incorporate by reference" into this Prospectus information
about Orrstown which is contained in the reports we file with the SEC. This     
means that we can disclose this information to you by referring to our SEC      
reports. The information incorporated by reference is deemed to be part of this 
Prospectus. The following is a list of the reports which are incorporated by    
reference in this Prospectus:                                                   

     o    Our latest Annual Report on Form 10-K. At the date of this Prospectus,
        our latest Form 10-K Annual Report was our report for the year ended
December 31, 1998.                                          

  o    Our latest Quarterly Report on Form 10-Q and any amendments on Form
     10-Q/A. At the date of this Prospectus, our latest 10-Q Quarterly
  Report was our report for the period ended September 30, 1999.

  o    Any Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
     proxy statements that we file after the date of our latest Annual
         Report on Form 10-K. At the date of this Prospectus, we had not filed
       any of these reports since the date of our latest Form 10-Q filing.

Copies of the documents incorporated by reference in the Prospectus are         
available at the SEC's Public Reference Room and at its Internet site at the    
addresses given in the first paragraph under this caption. You can also obtain  

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copies of any or all of the documents, without charge, by written or oral       
request to Orrstown Financial Services, Inc., 77 East King Street, Shippensburg,
PA 17257, (717) 532-6114.                                                       

 THE COMPANY

Orrstown Financial Services, Inc. ("Orrstown") is a one-bank holding  
company incorporated under the laws of the Commonwealth of Pennsylvania.        
Orrstown's principal subsidiary, Orrstown Bank (the "Bank"), is a               
state-chartered bank and trust company having its administrative offices in     
Shippensburg, Pennsylvania. The Bank has seven branch offices located in        
Cumberland and Franklin Counties, and engages in commercial banking and trust   
services. This involves accepting demand, time and savings deposits and granting
consumer, commercial, real estate and business loans to individuals,            
corporations, partnerships, municipalities and other governmental bodies.       
Through its trust department, the Bank renders services as trustee, executor,   
administrator, guardian, managing agent and custodian and conducts other        
fiduciary activities authorized by law.                                         

Orrstown's corporate office is located at 77 East King Street,        
Shippensburg, Pennsylvania 17257; its telephone number is (717) 532-6114.       

THE PLAN

     The following questions and answers explain Orrstown's Stockholder Dividend
Reinvestment and Stock Purchase Plan (the "Plan"). The Plan constitutes an      
amendment of and successor to the current Dividend Reinvestment Plan of Orrstown
which was instituted in 1998 (the "1998 Plan")                                  

PURPOSE                                                                         

1. What is the purpose of the Plan?                                   

 The 1998 Plan was adopted by Orrstown's Board of Directors on March 19,
1998 in order to provide holders of Orrstown's Common Stock with a simple,      
convenient and systematic method of investing cash dividends in additional      
shares of Orrstown's Common Stock ("Shares") without payment of any brokerage   
commission. Orrstown's Board of Directors amended the 1998 Plan on September 16,
1999 to remove the minimum participation requirement and include a method for   
investing voluntary cash contributions in additional Shares. Purchases of       
additional Shares pursuant to the Plan directly from Orrstown, in contrast to   

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purchases of additional Shares effected on the open market, will provide        
Orrstown with additional capital to be used for general corporate purposes.     

PARTICIPATION                                                                   

2. Who is eligible to participate?                                    

    You may participate in the Plan if you qualify as either of the following:
(a) you are a "registered holder," a shareholder whose Shares are registered in 
the stock transfer books of Orrstown in your own name; or (b) you are a         
"beneficial owner," a shareholder who has beneficial ownership of Shares that   
are registered in a name other than your name (for example, in the name of a    
broker, bank or other nominee). Registered holders may participate in the Plan  
directly. If you are not a registered holder, you must either become a          
registered holder by having your Shares transferred into your own name, or you  
must make arrangements with your broker, bank or other nominee to participate in
the Plan on your behalf. Most major brokers, banks and other nominees will make 
such arrangements on request. See Question 6.                                   

     Your right to participate in the Plan is not transferable to another person
apart from a transfer of your underlying Shares.                                

     Persons who reside in jurisdictions in which it is unlawful for Orrstown to
permit participation in the Plan are not eligible to participate in the Plan. In
addition, the securities or blue sky laws of certain states may require Shares  
which may be sold under the Plan to be registered under those laws or may       
require Orrstown to take certain other actions to enable Shares to be sold under
the Plan in those states. Orrstown reserves the right, in its sole discretion,  
to elect not to register Shares or not to take other actions necessary to enable
Shares to be issued sold under the Plan in such states, in which case, persons  
residing in such states will not be able to participate in the Plan.            

Orrstown reserves the right to exclude from participation in the Plan 
persons who utilize the Plan to engage in short-term trading or arbitrage       
activities. Although Orrstown has no present intention regarding the exclusion  
of persons from participating in the Plan who utilize it to engage in short-term
trading or other arbitrage activities, it reserves the right to do so if it     
encounters a pattern of trading that it considers abusive or objectionable.     

BENEFITS AND DISADVANTAGES                                                      

3. What are the benefits and disadvantages of the Plan?               

The primary benefits of the Plan are:                                 

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 o    You may have the cash dividends on all or a portion of your Shares
      reinvested automatically in additional Shares of Orrstown's Common
Stock.                                                      

     o    You pay no brokerage commissions or service charges in connection with
your purchases under the Plan. See Question 26.             

     o    Your reinvested cash dividends will be fully invested because the Plan
  provides for fractional Shares to be credited to your account.
          Additionally, dividends on such fractional shares, as well as on whole
         Shares participating in the Plan, will be reinvested automatically in
additional Shares and credited to your Plan account.        

o    You may also invest in additional shares by making voluntary cash
    contributions subject to an individual minimum limit of $100 and
maximum limit of $2,500 per quarter,                        

   o    You will avoid cumbersome safekeeping of stock certificates for Plan
     Shares credited to your account. You also may deposit in the Plan
        Shares held by you and registered in your name, thereby avoiding the
need for safekeeping of certificates.                       

    o    Periodic statements reflecting all current activity, including Shares
        purchased and latest Plan account balance, will simplify your record
keeping.                                                    

The primary disadvantages of the Plan are:                            

    o    Due to the Pricing Period (as defined herein), the Purchase Price (as
        defined herein) for Shares purchased through the Plan may exceed (or
      be less than) the price of acquiring Shares (including transaction
    costs) on the open market on the applicable Investment Date. See
Questions 8 and 10.                                         

   o    There may be delays between a Participant's instruction to sell Plan
          Shares and the sale date. There may also be delays in receiving Shares
withdrawn from the Plan. See Questions 18 and 120           

   o    Participants who reinvest cash dividends will be treated for federal
          income tax purposes as having received a dividend payment, giving rise
      to a tax payment obligation without providing the Participant with
        immediate cash to pay such tax when it becomes due. See Question 22.

     o    Participants will not know the actual number of Shares purchased under
     the Plan until after the Pricing Period. See Questions 10 and 11.

  o    Shares deposited in a Plan account may not be pledged. See Question
24.                                                         

Neither Orrstown or the Administrator can assure a profit or protect  
against a loss on Shares purchased under the Plan.                              

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ADMINISTRATION AND INTERPRETATION                                               

4. Who will administer and interpret the Plan?                        

The Plan will be administered by Orrstown Bank or such successor      
administrator as Orrstown may designate (the "Administrator"). The Administrator
acts as agent for Participants, keeps records of Participants' accounts, sends  
regular account statements to Participants, and performs other duties relating  
to the Plan. Shares purchased for each Participant under the Plan, and Shares   
deposited with the Administrator for safekeeping as described in Question 17,   
will be held by the Administrator on behalf of the Participants, unless and     
until a Participant requests that a stock certificate for his or her Shares be  
issued, as described in Question 16. The Administrator also serves as dividend  
disbursement agent, transfer agent and registrar for the Common Stock.          
Communications with the Administrator should be directed as follows:            

 Orrstown Bank
 77 East King Street
Shippensburg, PA 17257
Attn: Shareholder Services

By telephone, call (717) 532-6114.

  When corresponding with the Administrator, we suggest that you give your
daytime telephone number and area code.                                         

  Orrstown has the right to establish procedures for administration of the
Plan and to interpret the terms and conditions of the Plan. Its procedures and  
interpretations will be final, conclusive and binding.                          

ENROLLMENT                                                                      

5. How do I become a Participant?                                     

If you are enrolled in the 1998 Plan, you will begin to participate   
automatically in the Plan when it becomes effective January 1, 2000.            

   If you are a registered holder and not enrolled in the 1998 Plan, you may
enroll in the Plan and become a Participant by completing and signing an        
Authorization Form (enclosed herewith) and returning it to the Administrator at 
the address set forth in Question 4. An additional Authorization Form may be    
obtained at any time from the Administrator. If you have your Common Stock      
registered in more than one name (e.g., joint tenants, trustees), all registered

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holders of such Shares must sign the Authorization Form exactly as their names  
appear on the account registration.                                             

    If you are a beneficial owner but not a record holder of Common Stock, you
must instruct your broker, bank or other nominee in whose name your Shares are  
held to participate in the Plan on your behalf.                                 

    You may enroll in the Plan at any time. Once enrolled, you remain enrolled
without further action on your part until you discontinue your participation or 
until the Plan is terminated. See Question 20 regarding withdrawal from the Plan
and Question 30 regarding termination of the Plan. However, if there is any     
subsequent change in the manner in which your name appears on your              
certificate(s), you must sign another Authorization Form, and execute a stock   
power form to change the registration of your Plan account, in order to continue
participation.                                                                  

    6. What are the participation options and what does the Authorization Form
provide?                                                                        

The Authorization Form appoints the Administrator as your agent for   
purposes of the Plan. It may also direct Orrstown to pay to the Administrator,  
for the purchase of additional Shares, all of the cash dividends on (a) the     
specified number of Shares owned by you on the applicable Record Date and       
designated by you to be included in the Plan ("Participating Shares"), and (b)  
all whole and fractional Shares which have been credited to your Plan account.  
Shares in your Plan account, other than Shares deposited with the Administrator 
solely for safekeeping as described in Question 17 ("Safekeeping Shares") are   
referred to as "Plan Shares." The Authorization Form also may direct the        
Administrator to reinvest automatically all subsequent dividends on Plan Shares.
Cash dividends will continue to be reinvested on the number of Participating    
Shares and on all Plan Shares (but not on Safekeeping Shares) until the         
Participant specifies otherwise or terminates participation, or the Plan is     
terminated.                                                                     

The Authorization Form provides for the purchase of Shares through the
investment options described below.                                             

The investment options are as follows:                                

(1)  "Full Dividend Reinvestment"                                     

          This option directs the Administrator to invest in accordance with the
       Plan all cash dividends on all Shares then or subsequently owned by
      you, and also all cash dividends on your whole and fractional Plan
Shares.                                                     

(2)  "Partial Dividend Reinvestment"                                  

          This option directs the Administrator to invest in accordance with the
      Plan all cash dividends on that number of whole Shares held by you
      which are designated in the appropriate space on the Authorization
        Form and on all whole and fractional Plan Shares. This option should

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        be used if you wish to reinvest dividends on some but not all of the
     shares of Orrstown's Common Stock that you own. If this option is
      selected, you will continue to receive cash dividends in the usual
         manner on all Shares registered in your name or beneficially owned by
        you but which you have not designated for participation in the Plan.
    It is recommended that nominee firms holding Shares in their own
        firm's street name (i.e., Shares not held for the firm by Depository
         Trust Company or some other depository) use this option, even if they
        wish to participate with respect to all of the Common Stock they own
at the time of enrollment.                                  

(3)  "Voluntary Cash Contributions"                                   

    This option permits you to make voluntary cash contributions and
    directs the administrator to apply such contributions toward the
purchase of additional shares in accordance with the Plan.  

 You may select either "Full Dividend Reinvestment" or "Partial Dividend
Reinvestment". In order to make "Voluntary Cash Contributions", you must also   
have elected to make either one or the other of the partial dividend            
reinvestment or full dividend reinvestment options. In each case, cash dividends
on all Participating Shares, including all Plan Shares added from time to time  
and held in your Plan account, will be reinvested, until you specify otherwise  
or withdraw from the Plan altogether, or until the Plan is terminated. See      
Question 20 regarding notification of withdrawal to the Administrator. See      
Question 28 regarding provisions on Shares issued in stock splits or stock      
dividends and stock acquired on the exercise of rights.                         

   If you return a properly executed Authorization Form to the Administrator
without electing an investment option, you will be enrolled as having selected  
Full Dividend Reinvestment.                                                     

If you own Shares of record and also beneficially through one or more 
brokers, banks or other nominees, each such holding will be treated as a        
separate holding for purposes of authorizing participation in the Plan. To      
participate in the Plan for all of your holdings, separate Authorization Forms  
should be submitted by you individually for your record holdings and by each    
such nominee for your beneficial holdings with it.                              

7. When will participation in the Plan begin?                         

     Participation as to dividend reinvestment will begin with the next Dividend
Payment Date after the Administrator's receipt of the Authorization Form,       
provided it is received by the Administrator by the Record Date for the         
applicable cash dividend. The "Record Date" is the date used by Orrstown for    
determining who are the stockholders of record for the purpose of receiving any 
cash dividend.                                                                  

   Participation as to voluntary cash contributions will begin with the next
Investment Date (as defined in Question 8), provided that authorization         

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therefore and the funds to be invested are received by the fifth day preceding  
the Dividend Payment Date. Should the authorization (or the funds to be         
invested) arrive after the time indicated above, the funds will be returned to  
the Participant.                                                                

PURCHASES                                                                       

8. When will Shares be purchased under the Plan?                      

Purchases from Orrstown of treasury shares or authorized but unissued 
Shares will be made on the relevant Investment Date.                            

     Purchases on the open market or in negotiated transactions will be made and
completed within a ten (10) trading day period commencing on the applicable     
Dividend Payment Date (the first such day being the "Investment Date"), except  
where completion at a later date is necessary or advisable under applicable     
federal securities laws.                                                        

     There can be no assurance as to the declaration or payment of dividends and
nothing contained in the Plan obligates Orrstown to declare or pay any          
dividends. The Plan does not represent a change in Orrstown's dividend policy or
a guarantee of future dividends, which will continue to be determined by the    
Board of Directors based upon Orrstown's earnings, financial condition and other
factors.                                                                        

9. What is the source of Shares to be purchased under the Plan?       

Shares purchased through the Plan may be (a) newly issued or treasury 
Shares purchased directly from Orrstown, (b) Shares purchased through routine   
open market transactions or (c) Shares acquired by a combination of such        
methods. Orrstown will determine the source of the Plan purchases, which may    
vary from time to time.                                                         

10. At what price will Shares be purchased?                           

All Shares purchased through the Plan directly from Orrstown will be  
acquired at a price to you (the "Purchase Price") equal to the average of the   
daily high bid and low offer quotations for Orrstown's Common Stock reported    
through the National Association of Securities Dealers, Inc.'s OTC Bulletin     
Board service for the ten (10) trading days immediately preceding the applicable
Investment Date (the "Pricing Period"). If, however, no bid or no offer         
quotation for Orrstown's Common Stock is reported through the OTC Bulletin Board
service during the Pricing Period, then the Purchase Price will be the price of 
the last trade reported for Orrstown's Common Stock through the OTC Bulletin    
Board service.                                                                  

In the event Orrstown's Common Stock subsequently becomes listed for  
trading on the NASDAQ Stock Market, the Purchase Price will be the mean between 
the high and low sales prices for Orrstown's Common Stock on the NASDAQ Stock   
Market, as reported in the financial press, on any relevant date. If Orrstown's 
Common Stock subsequently becomes listed for trading on a national exchange, the

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Purchase Price will be the mean between the high and low sales price for        
Orrstown's Common Stock on such exchange, as reported in the financial press, on
any relevant date.                                                              

   All Shares purchased under the Plan through open market purchases will be
acquired on the applicable Investment Date at a price to you (the "Purchase     
Price") equal to the weighted average of the prices actually paid for the Shares
purchased by the Plan through such open market purchases.                       

  Although Orrstown will pay all brokerage fees on Shares purchased on the
open market, for tax purposes these fees will be considered as additional       
dividend income to you. See Question 22. These fees, and the resulting          
additional dividend income, are not expected to be substantial.                 

11. How many Shares will be purchased for Participants?               

The number of shares that will be purchased for a Participant's Plan  
account will depend on the amount of cash dividends reinvested on behalf of the 
Participant and the applicable Purchase Price of the Shares purchased. A        
Participant's Plan account will be credited with that number of shares          
(including any fraction of a share computed to four (4) decimal places) that    
results from dividing the amount of cash dividends reinvested by the applicable 
Purchase Price. For purposes of this computation, the amount of a Participant's 
cash dividends will include cash dividends payable on all Participating Shares  
and on all Plan Shares.                                                         

12. How are open-market purchases of Shares effected?                 

  In connection with open-market purchases of Shares pursuant to the Plan,
the Administrator will transfer the cash dividends to be reinvested to an       
independent purchasing agent (the "Purchasing Agent"). The Purchasing Agent will
be a broker-dealer registered under the Exchange Act, as selected by Orrstown's 
Board of Directors from time to time, who is unaffiliated with Orrstown. Aside  
from transferring funds to the Purchasing Agent, neither Orrstown or the        
Administrator will have any influence on the manner, methods or timing of       
purchases of Shares on the open-market.                                         

VOLUNTARY CASH CONTRIBUTIONS                                                    

13. Who will be eligible to make Voluntary Cash Contributions?        

  All record holders of shares of Common Stock who elect to have dividends
reinvested in accordance with provisions of the Plan may also elect to make     
Voluntary Cash Contributions.                                                   

14. What are the limitations on Voluntary Cash Contributions?         

To be applied to the purchase of Shares on any given Investment Date, 
Voluntary Cash Contributions must be received by the Administrator no later than
the fifth day preceding the Dividend Payment Date (the "Cash Due Date").        
Voluntary Cash Contributions may not be less than $100, up to a maximum of      

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$2,500 in any quarter. Orrstown reserves the right in its sole discretion to    
determine whether Voluntary Cash Contributions are made on behalf of a          
particular Participant.                                                         

15. How does the voluntary cash contribution option work?             

 A Voluntary Cash Contribution may be made by enclosing a check or money
order with the Authorization Form (for new participants) or by forwarding a     
check or money order to the Administrator with a payment form which will be sent
to Participants with each statement of account. Checks and money orders should  
be made payable to Orrstown Bank and should include the Participant's social    
security number or taxpayer identification number.                              

     Any Voluntary Cash Contribution received on or before the Cash Due Date but
no earlier than twenty (20) days prior to the relevant Dividend Payment Date,   
will be applied to the purchase of Shares within a ten (10) trading day period  
commencing with the Dividend Payment Date (the first such day being the         
"Investment Date") at a price determined in accordance with provisions of the   
Plan (see Question 10). Voluntary Cash Contributions made by check or other     
draft will not be applied to the purchase of Shares on or for such Investment   
Date unless such check or draft has cleared prior to such Investment Date. A    
Participant may obtain the return of any Voluntary Cash Contribution upon       
request received by the Administrator on or before the second business day prior
to the Investment Date on which it is to be invested. Interest will not be paid 
on Voluntary Cash Contributions pending investment. Accordingly, you should send
your Voluntary Cash Contribution to arrive shortly before the Cash Due Date.    

All Shares purchased through Voluntary Cash Contributions will        
automatically become Plan Shares and future cash dividends on such Shares will  
be reinvested through the Plan.                                                 

    You should be aware that because investments under the Plan are made as of
specified dates, you lose any advantage that might otherwise be available from  
being able to select the timing of your investment.                             

CERTIFICATES                                                                    

16. Will certificates be issued for Share purchases?                  

 All Plan Shares and all Common Stock deposited for safekeeping with the
Administrator pursuant to Question 17 will be held together by the              
Administrator. This service protects against the loss, theft and destruction of 
certificates. Upon written request, the Administrator will have certificates    
issued and delivered to you for any whole Shares credited to your account.      
Certificates will be issued only in the same names as those enrolled in the     
Plan. In no event will certificates for fractional Shares be issued.            

17. May a Participant add Shares to his or her account by transferring
stock certificates that the Participant possesses?                              

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You may send to the Administrator for safekeeping all the Common Stock
certificates which you hold. Shares of Common Stock deposited with the          
Administrator for safekeeping which are not Participating Shares are referred to
as "Safekeeping Shares." The Plan will hold the Shares purchased for a          
Participant, and any Shares deposited by the Participant with the Plan for      
safekeeping, until the Participant terminates participation in the Plan. The    
safekeeping of Shares offers the advantage of protection against loss, theft or 
inadvertent destruction of certificates as well as convenience if and when      
Shares are sold through the Plan. All Shares represented by such certificates   
will be kept in safekeeping in "book entry" form and will be combined with any  
full and fractional Shares then held by the Plan for the Participant. All       
dividends on Shares held by the Plan under the safekeeping service, which Shares
have been designated as Participating Shares, will be reinvested for the        
Participant. All dividends on Safekeeping Shares will be paid to the Participant
in cash, and will not be reinvested through the Plan.                           

  To deposit certificates for Common Stock for safekeeping under the Plan,
you must transmit the certificates to the Administrator. Stock certificates as  
well as all written inquiries about the safekeeping service should be directed  
to the Administrator. See Question 4. The Participant will bear the risk of the 
means of transmission selected. It is recommended that certificates be sent by  
registered mail or a reliable courier service.                                  

 Certificates for either Participating Shares or Safekeeping Shares that
have been deposited with the Administrator may be withdrawn by the Participant  
by submitting a written request to the Administrator.                           

SALE OF SHARES                                                                  

18. Can Participants sell Shares held under the Plan?                 

    You may, by written instructions, request the Administrator to transfer to
a person designated by you or place a sale order on your behalf for some or all 
of your Plan Shares or your Safekeeping Shares and will remit to you a check for
the proceeds of such sale, less your Share of brokerage commissions, service    
charges and any applicable taxes. Shares will be sold within seven (7) business 
days after the Administrator's receipt of your written notice in routine open   
market transactions at then current market prices in transactions carried out   
through one or more brokerage firms.                                            

     This procedure for selling Shares may be particularly attractive to holders
of small amounts of the Common Stock, because the Plan can combine odd lots and 
small numbers of Shares into larger blocks to be sold, and thereby take         
advantage of lower brokerage costs than might otherwise be available to         
individual Participants in the sale of their Shares.                            

Notwithstanding the foregoing, if there are any legal restrictions or 
limitations on a Participant's right to sell Shares publicly (e.g., because the 
Participant is a controlling person of Orrstown), the Administrator will not be 
obligated to sell such Shares.                                                  

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REPORTS                                                                         

19. What reports will be sent to Participants?                        

     Unless you are participating in the Plan through your broker, bank or other
nominee, you will receive from the Administrator a detailed statement of your   
Plan account following each dividend payment and account transaction. These     
detailed statements will show total cash dividends received, total Shares       
purchased (including fractional Shares), the Purchase Price of each Share, and  
the total Shares held by you in the Plan. These statements should be retained by
you to determine your tax cost basis for Shares purchased. If you are           
participating in the Plan through your broker or other nominee, you should      
contact such entity regarding a statement of your interests in the Plan.        

   As a stockholder of Orrstown, you also will continue to receive copies of
all material sent to stockholders including, without limitation, quarterly and  
annual reports and the notice of annual meeting and proxy statement.            

WITHDRAWAL                                                                      

20. How may Participants withdraw from the Plan?                      

You may withdraw from the Plan by giving written notice to the        
Administrator and, thereafter, all dividends will be sent to you or to the      
nominee through which your Shares are held. If your written notice of withdrawal
is received by the Administrator later than five (5) days prior to a Record Date
and on or before the ensuing Investment Date, such withdrawal will not be       
effective until dividends for such Record Date have been reinvested and Shares  
credited to your Plan account. Upon withdrawal, stock certificates for any whole
Shares will be issued in the Participant's name or, upon written direction,     
Shares will be sold for the Participant. See Questions 16 and 18. Any fractional
Shares held in the Plan at the time of withdrawal will be converted to cash on  
the basis of the then current market price of the Common Stock (determined in   
accordance with the procedures described in response to Question 10 in          
connection with determining the Purchase Price of Shares purchased directly from
Orrstown) on the date the Participant's written notice of withdrawal is received
by the Administrator.                                                           

21. Will participation end automatically on the Participant's death or
incompetence?                                                                   

   Participation in the Plan will not terminate automatically upon the death
or incompetence of the Participant, even if Orrstown or the Administrator is    
aware of such event. However, the Participant's legal representative or         
successor may terminate further participation in the Plan at any time.          

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FEDERAL TAXES                                                                   

     22. What are the principal federal income tax consequences of participating
in the Plan?                                                                    

   A Participant will be treated as having received dividend income equal to
the aggregate Purchase Price on the Investment Date of Shares acquired directly 
from Orrstown with reinvested dividends on the Participant's Participating      
Shares. In the case of Shares acquired on the open market with reinvested       
dividends, a Participant will be treated as having received dividend income     
equal to the aggregate Purchase Prices of the Shares, plus the Participant's    
share of any broker fees paid by Orrstown. Thus, a Participant recognizes       
dividend income even though these amounts are not actually received by the      
Participant in cash, but are applied to the purchase of Shares for the          
Participant's Plan account. In the case of corporate Shareholders, dividends    
received under the Plan may be eligible for the dividends-received deduction.   

    A Participant's tax basis in the Shares acquired with reinvested dividends
will include any amount the Participant is treated as having received as a      
dividend. The holding period for such Shares will begin the day after the date  
that the Shares are purchased.                                                  

When a Participant receives certificates for whole Shares that were   
credited to the Participant's Plan account, the Participant will not realize any
taxable income. However, a Participant who receives a cash adjustment for a     
fraction of a Share may realize gain or loss with respect to such fraction equal
to the difference between the cash adjustment and the Participant's tax basis in
such fraction. Gain or loss also may be realized by the Participant when whole  
Shares are sold, either pursuant to the Participant's request, upon withdrawal  
from the Plan or by the Participant after withdrawal from the Plan. The amount  
of such gain or loss will be the difference between the amount realized by the  
Participant for the Shares and the Participant's tax basis in the Shares. Such  
gain or loss generally will be capital gain or loss if the Shares disposed of   
were held as capital assets by the Participant, and will be long-term capital   
gain or loss if the Shares disposed of were held for more than one year at the  
date of sale.                                                                   

 A Participant (other than certain exempt stockholders who establish the
exemption to the Administrator's satisfaction, including, among others, all     
corporations and certain foreign individuals and entities) may be subject to 31%
backup withholding on dividend income or proceeds from the sale of fractional or
whole Shares held in the Plan unless the Participant provides to the            
Administrator its federal taxpayer identification number or social security     
number (TIN). Backup withholding may also apply if the IRS notifies Orrstown of 
under-reporting of interest or dividend income by the Participant. If backup    
withholding is required on dividend income, the Administrator will reinvest     
dividends net of the amount of tax withheld. In order to avoid backup           
withholding, a Participant must provide the Administrator with the Participant's
correct TIN on Form W-9 or a substitute Form W-9 provided by the Administrator  
(or Form W-8, Certificate of Foreign Status, with respect to certain foreign    
Participants). Copies of these forms may be obtained from the Administrator.    

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  In the case of those foreign Participants whose dividends are subject to
U.S. income tax withholding, the amount of tax to be withheld will be deducted  
from the amount of dividends available to be reinvested under the Plan.         

   The foregoing discussion is a summary of the principal federal income tax
consequences of participating in the Plan and does not constitute tax advice.   
This summary is based on the current state of federal law and does not take into
account possible changes in such law. Any such changes may have retroactive     
effect and may adversely affect the discussion in this summary. This summary    
does not address the special tax consequences that may be applicable to certain 
Participants subject to special tax treatment (including tax-exempt             
organizations, broker dealers, and foreign Shareholders). Participants should   
consult with their own tax advisors for further information with respect to the 
federal, foreign, state or local tax consequences of participation in the Plan. 

OTHER PROVISIONS                                                                

23. What happens if a Participant disposes of or acquires additional  
Shares?                                                                         

  If a Participant has elected the Full Dividend Reinvestment option under
the Plan (see Question 6) and subsequently sells or transfers all or any part of
the Shares registered in the Participant's name, automatic dividend reinvestment
will continue as long as there are Shares registered in the name of the         
Participant or held for the Participant in the Plan by the Administrator or     
until termination of enrollment. Similarly, if a Participant has elected the    
Full Dividend Reinvestment option under the Plan and subsequently acquires      
additional Shares registered in the Participant's name, dividends paid on such  
Shares will automatically be reinvested until termination of enrollment or until
other instructions are given. If, however, a Participant has elected the Partial
Dividend Reinvestment option and subsequently acquires additional Shares which  
are registered in the Participant's name, dividends on such additional Shares   
will not be reinvested automatically under the Plan unless the Participant      
subsequently enrolls such Shares under the Plan. (See Question 6.) If a         
Participant has elected the Partial Dividend Reinvestment option and sells      
Shares, reinvestment will continue on the full number of Participating Shares as
long as the Participant owns at least the number of Participating Shares        
previously specified, or on the number of Shares the Participant continues to   
own, if the Participant owns less than the number previously specified.         

24. May Shares in the Plan be pledged?                                

Shares in the Plan may not be pledged and any purported pledge will be
void. If you wish to pledge such Shares, you must first withdraw them from the  
Plan.                                                                           

25. How will a Participant's Shares be voted?                         

In connection with the exercise of Shareholder voting rights, each    
Participant will receive proxy materials enabling the Participant to vote the   
Shares held by the Participant directly and the whole Shares held for the       

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Participant's account by the Administrator. All whole Shares held by the        
Administrator will be voted by the Administrator as designated by the           
Participant on the proxy card. Fractional shares may not be voted. If a         
Participant does not vote by proxy or in person and does not otherwise instruct 
the Plan to the contrary, Shares held for the Participant's account by the      
Administrator will not be voted.                                                

If the Participant owns Shares of Orrstown's Common stock that are not
deposited with the Administrator, the Participant may vote those Shares in the  
normal manner, even if they are Participating Shares; the Administrator will not
be involved in the voting of such Shares.                                       

26. Who pays the expenses of the Plan?                                

   There are no brokerage commissions or service charges on Shares purchased
directly from Orrstown for a Participant's account. Brokerage fees on Shares    
purchased on the open market for a Participant's account will be paid by        
Orrstown and, for tax purposes, these fees will be considered as additional     
dividend income to the Participants. All costs of administering the Plan will be
paid by Orrstown, except as stated below and except for brokerage commissions in
connection with sales under the Plan and the costs of any broker, bank or other 
nominee (other than the Administrator) which holds Shares on behalf of a        
Participant. When full or fractional Shares are sold for a Participant's        
account, the Plan will first deduct any applicable brokerage commissions and    
taxes before remitting the balance to the Participant.                          

   27. What are the responsibilities of Orrstown and the Administrator under
the Plan?                                                                       

    Neither Orrstown nor the Administrator has any duties, responsibilities or
liabilities except those expressly set forth in the Plan, or as imposed by      
applicable legal requirements including, without limitation, the federal        
securities laws.                                                                

     THE PARTICIPANT SHOULD RECOGNIZE THAT NEITHER ORRSTOWN OR THE ADMINISTRATOR
CAN ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE SHARES PURCHASED OR SOLD   
FOR A PARTICIPANT UNDER THE PLAN.                                               

  28. What happens if Orrstown issues a stock dividend or declares a stock
split or makes a rights offering?                                               

   Any Shares of Common Stock distributed by Orrstown as a result of a stock
dividend or a stock split on Plan Shares or Safekeeping Shares held under the   
Plan for a Participant will be credited to the Participant's account as         
additional Plan Shares or Safekeeping Shares, respectively.                     

With respect to Shares issued through stock dividends or splits on    
Participating Shares not held by the Administrator: (a) if the Participant has  
elected the Full Dividend Reinvestment option (see Question 6), the newly issued
Shares will become Participating Shares automatically, and (b) if the           
Participant has elected the Partial Dividend Reinvestment option (see Question  

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7), the newly issued Shares will not become Participating Shares unless the     
Participant subsequently enrolls such Shares under the Plan.                    

    In the event that Orrstown makes rights available to holders of its Common
Stock to purchase additional Shares or other securities, the rights issuable    
with respect to the Plan Shares and Safekeeping Shares will be distributed      
directly to the Participants, who will be free to exercise or otherwise dispose 
of the rights. If a Participant has elected the Full Dividend Reinvestment      
option, any Common Stock acquired by the Participant on the exercise of rights  
will become Participating Shares automatically. If a Participant has elected the
Partial Dividend Reinvestment option, any Common Stock acquired by the exercise 
of rights will not become Participating Shares unless the Participant           
subsequently enrolls such Shares under the Plan.                                

29. How many Shares are available for purchase under the Plan?        

The 1998 Plan provided for the purchase of up to 200,000 Shares of    
Orrstown's Common Stock directly from Orrstown, whether such Shares are held as 
treasury Shares or are authorized but unissued Shares. Following a 2 for 1 stock
split effectuated November 21, 1998, and a 7 1/2% stock dividend on whole shares
as of November 1, 1999, the total number of shares authorized under 1998 Plan   
and the Plan was 430,000. After purchases through November 30, 1999, there are  
414,782 shares remaining and authorized for issuance under the Plan. Such number
will be further adjusted automatically in the event of a change in the          
capitalization of Orrstown arising out of any stock dividend, stock split,      
split-off, spin-off, recapitalization, merger, consolidation, exchange of shares
or similar event which causes shares of any class to be issued in respect of the
outstanding shares of Orrstown's Common Stock or causes shares of Orrstown's    
Common Stock to be changed into the same or a different number of the same or   
another class or classes of securities.                                         

30. May the Plan be changed or terminated?                            

Orrstown intends the Plan to continue indefinitely. However, Orrstown 
reserves the right to amend, modify, suspend or terminate the Plan at any time. 
Participants will be notified in writing of any material changes in the Plan.   

 USE OF PROCEEDS

     The proceeds to Orrstown from Shares of Common Stock sold by it pursuant to
the Plan will be used for general corporate purposes.                           

INDEMNIFICATION UNDER THE SECURITIES ACT

    Except in limited circumstances, Orrstown is required by provisions in its
By-laws to indemnify its directors and officers against liability incurred by   
them as a result of their service in those capacities. Insofar as               
indemnification for liabilities arising under the Securities Act of 1933, as    

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amended, may be permitted to directors, officers or persons controlling Orrstown
pursuant to such provisions, Orrstown has been informed that in the opinion of  
the Securities and Exchange Commission such indemnification is against public   
policy as expressed in the Securities Act of 1933 and is, therefore,            
unenforceable.                                                                  

 LEGAL OPINION

   Rhoads & Sinon LLP, Harrisburg, Pennsylvania has rendered an opinion that
Shares issued by Orrstown pursuant to the terms of the Plan will be duly        
authorized, fully paid and non-assessable.                                      

 EXPERTS

The consolidated financial statements and schedules incorporated by   
reference in this Prospectus and elsewhere in the Registration Statement to the 
extent and for the periods indicated in their reports have been audited by Smith
Elliott Kearns & Company LLC, independent public accountants, and are           
incorporated herein in reliance upon the authority of said firm as experts in   
giving said reports.                                                            

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 ORRSTOWN FINANCIAL SERVICES, INC.

 STOCKHOLDER DIVIDEND REINVESTMENT

 AND STOCK PURCHASE PLAN

 Authorization and Enrollment Form

To participate in the Orrstown Financial Services, Inc. Stockholder   
Dividend Reinvestment and Stock Purchase Plan, please complete and sign the     
attached Authorization and Enrollment Form, mark your investment option and     
return it in the enclosed envelope to the Plan Administrator as indicated below:

 Orrstown Bank
 77 East King Street
Shippensburg, PA 17257
Attn: Shareholder Services

  This form authorizes the enrollment of your account in the Plan. You may
change or revoke your enrollment in the Plan at any time by notifying           
Administrator in writing.                                                       

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 AUTHORIZATION AND ENROLLMENT FORM

 ORRSTOWN FINANCIAL SERVICES, INC.

 STOCKHOLDER DIVIDEND REINVESTMENT

 AND STOCK PURCHASE PLAN

In order to participate in the Orrstown Financial Services, Inc.      
Stockholder Dividend Reinvestment and Stock Purchase Plan (the "Plan"), you must
complete the appropriate sections of this form and return it in the enclosed    
envelope to the Plan Administrator at the address shown above. The form appoints
Orrstown Bank (the "Administrator"), as your agent to reinvest, as indicated    
thereon, the cash dividends paid on Shares registered in your name for the      
purchase of whole or fractional Shares of Common Stock under the terms and      
conditions set forth in the Prospectus which accompanied this form. By          
completing and signing this form, you certify that you have received the        
Prospectus and are a registered owner of Common Stock.                          

 Please complete the appropriate sections below. If you wish to transmit
certificates for Shares to be held by the Administrator either as Participating 
Shares or for Safekeeping only, please complete either Box 3 or Box 4. This     
service is optional; you are not required to transmit certificates to           
participate in the Plan.                                                        

     Check all boxes and complete all blanks that are appropriate to your choice
and complete all related blanks.                                                

TO ENROLL SHARES:                                                               

Box 1 |_|         FULL DIVIDEND REINVESTMENT - Please apply dividends on        
             all Shares now or hereafter registered in my name and all
         Shares credited to my Plan account to the purchase of
additional Shares.                          

Box 2 |_|         PARTIAL DIVIDEND REINVESTMENT - Please apply dividends        
                 on _____ Shares registered in my name and all Shares credited
            to my Plan account to the purchase of additional Shares.

TO TRANSMIT CERTIFICATES FOR ENROLLED PARTICIPATING SHARES ONLY:                

Box 3 |_|         TO TRANSMIT CERTIFICATES FOR PARTICIPATING SHARES TO BE HELD  
                  FOR YOUR ACCOUNT - Please deposit the enclosed certificate No.
                 ________________ representing _____________ Shares in my Plan

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                 account. (Do not endorse your share certificate.) NOTE: These
            shares will be Participating Shares in the Plan and cash
                 dividends thereon will be reinvested in additional Shares. If
                 you have elected the Partial Dividend Reinvestment option and
             the certificate is for a larger number of shares than the
               number you have specified next to Box 2, please communicate
             directly with the Administrator for further instructions.

       If you wish to deposit certificates for Shares with the Administrator
       to be held in safekeeping only, but without having the cash dividends
     on such Shares reinvested in additional Shares, do not check Box 3.
Rather check Box 4.                                           

TO TRANSMIT NON-ENROLLED CERTIFICATES FOR SAFEKEEPING:                          

Box 4 |_|         Please hold the enclosed certificate No. _______________      
               representing _______ Shares for my account for safekeeping.
               (Do not endorse your share certificates.) DIVIDENDS ON SUCH
               SAFEKEEPING SHARES WILL NOT BE REINVESTED. If you wish your
                 Shares to participate in the Plan (with the dividends thereon
                reinvested) and you also wish the Administrator to hold your
    certificates, use Box 3 and do not use this Box.

I understand that I may modify or revoke this authorization at any time by      
instructing the Administrator in writing of my desire to change or terminate my 
participation in the Plan. No change will be effective until your instructions  
are received by the Administrator.                                              

VOLUNTARY CASH CONTRIBUTIONS                                                    

Box 5 |_|         Please authorize my account to participate in the Voluntary   
                  Cash Contribution feature. Investments will be at my option by
                investing cash from time to time for the purchase of Shares.
                  All Shares purchased through Voluntary Cash Contributions will
               automatically become Plan Shares. I am aware that Voluntary
              Cash Contributions must not be less than $100 or more than
$2,500 per quarter.                         

INITIAL PURCHASE                                                                

Box 6 |_|         I wish to make my initial purchase of Shares through the      
            Plan. My check payable to Orrstown Bank in the amount of
                $________________ is enclosed (must not be less than $100 or
more than $2,500).                          

                  I understand that I may modify or revoke this authorization by
                instructions to the Administrator in writing of my desire to
               change or terminate my participation in the Plan. No change

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                 will be effective until your instructions are received by the
Administrator.                              

ACCOUNT REGISTRATION (CHECK ONE)                                                

|_|      Individual Ownership - You alone own the shares.                       

|_|      Joint Tenants with Right of  Survivorship - You and one or more persons
jointly own the shares with right of survivorship.            

         The Administrator will act upon the written request of any owner in all
       matters pertaining to a joint account except for the sale or transfer
of Shares, which requires the signatures of all owners.       

|_|      Custodian Under Uniform Transfers to Minors Act                        

|_|      Other (Trust, Corporation, etc.)                                       

PLEASE SPECIFY                                                

    Under penalty of perjury, I hereby certify that the Social Security Number
or Tax Identification Number (TIN) indicated below is true and correct and that 
I am not subject to backup withholding per the Internal Revenue Code. (Delete   
"not" if you are subject to backup withholding.)                                

------------------------                           ---------------------------  
Shareholder Signature                              Print Shareholder Name       

------------------------                           ---------------------------  
Shareholder Signature                              Print Shareholder Name       

------------------------                           ---------------------------  
Date                                                                            

  Sign name(s) exactly as shown on stock certificate or as your account is
registered. In case of joint owners, each joint owner must sign. If             
authorization is signed as attorney-in-fact, officer, administrator, executor,  
trustee or guardian, indicate title as such.                                    

   Please complete the following sections with the name and address to which
Plan account statements should be sent:                                         

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------------------------                       ---------------------------      
Name                                           Social Security Number/TIN       

------------------------                       ------------------------------   
Address                                        Area Code and Telephone Number   

------------------------                                                        
City                                                                            

------------------------                                                        
State           Zip Code                                                        

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TABLE OF CONTENTS                         

                                                                [Download Table]

                                                 PAGE                      
                                                 ----                      
                                                                           
THE COMPANY ....................................... 4   [ORRSTOWN FINANCIAL
THE PLAN ...........................................4     SERVICES, INC.   
  Purpose ..........................................4    LETTERHEAD LOGO]  
  Participation ....................................4                      
  Benefits and Disadvantages .......................5                      
  Administration and Interpretation ................6                      
  Enrollment .......................................7                      
  Purchases ........................................8                      
  Certificates ....................................11                      
  Sale of Shares ..................................12                      
  Reports .........................................13                      
  Withdrawal ......................................13                      
  Federal Taxes ...................................14  STOCKHOLDER DIVIDEND
  Other Provisions ................................15    REINVESTMENT AND  
USE OF PROCEEDS ...................................17   STOCK PURCHASE PLAN
                                                        -------------------
INDEMNIFICATION UNDER THE                                                  
  SECURITIES ACT ..................................19                      
LEGAL OPINION .....................................19    December 10,  1999
EXPERTS ...........................................19                      


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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION(1)                         

Registration Fees          $    0                             
------  
Blue Sky Fees              $    0                             
------  
Printing Costs             $6,000                             
------  
Legal Expenses             $3,000                             
------  
Miscellaneous              $  250                             
------  

Total:            $9,250                    
======  

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

  (1)Amounts listed relate to expenses estimated to be incurred in
connection with this Post-Effective Amendment No. 1 to the Registration         
Statement.                                                                      

ITEM 15 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

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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 16 EXHIBITS                                                                

   Exhibits are listed by numbers corresponding to the Exhibit Table of Item
601 of Regulation S-K.                                                          

Exhibit Number                                                                  
--------------                                                                  

5         Opinion of Rhoads & Sinon LLP re: legality of securities    
(previously filed)                                

   23(a)     Consent of Rhoads & Sinon LLP (incorporated in Exhibit 5 above)
(previously filed)                                

23(b)     Consent of Smith, Elliott, Kearns & Co.                     

     24        Power of Attorney of Directors and Officers of Orrstown Financial
             Services, Inc. (included on signature page to this Registration
Statement).                                       

99(a)     Orrstown Financial Services, Inc. Stockholder Dividend      
Reinvestment and Stock Purchase Plan              

99(b)     Orrstown Financial Services, Inc. Stockholder Dividend      
               Reinvestment and Stock Purchase Plan Authorization and Enrollment
Form (included as part of Prospectus)             

99(c)     Orrstown Financial Services, Inc. Stockholder Dividend      
   Reinvestment and Stock Purchase Plan Information Card

99(d)     Prospectus Transmittal Letter to Stockholders               

ITEM 17. 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:      

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               (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.                                   

          (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.                            

   E. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom the Prospectus is sent or 
given, the latest annual report to security holders that is incorporated by     
reference in the Prospectus and furnished pursuant to and meeting the           
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of   
1934; and, where interim financial information required to be presented by      
Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver, or  
cause to be delivered to each person to whom the Prospectus is sent or given,   
the latest quarterly report that is specifically incorporated by reference in   
the Prospectus to provide such interim financial information.                   

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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-3 and has duly caused this Post-Effective     
Amendment No. 1 to the Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the Borough of Shippensburg,         
Commonwealth of Pennsylvania, on September 16, 1999.                            

                                     ORRSTOWN FINANCIAL SERVICES, INC.

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

 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.           

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SIGNATURES                                                                      

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective 
Amendment No.1 to the Registration Statement has been signed below by the       
following persons in the capacities indicated below on September 16, 1999.      

Signatures                                      Title                           
----------                                      -----                           
      /s/ Kenneth R. Shoemaker               President and Chief Executive
----------------------------------              Officer and Director            
Kenneth R. Shoemaker                                                            

/s/ Bradley S. Everly                  Senior Vice President  
----------------------------------              (chief financial officer)       
Bradley S. Everly                                                               

 /s/ Robert B. Russell                  Vice President and Chief
----------------------------------              Accounting Officer              
Robert B. Russell                                                               

/s/  Anthony F. Ceddia                 Director               
----------------------------------                                              
Anthony F. Ceddia                                                               

/s/ Jeffrey W. Coy                     Director               
----------------------------------                                              
Jeffrey W. Coy                                                                  

/s/ Andrea Pugh                        Director               
----------------------------------                                              
Andrea Pugh                                                                     

/s/ Gregory A. Rosenberry              Director               
----------------------------------                                              
Gregory A. Rosenberry                                                           

/s/ Glenn W. Snoke                     Director               
----------------------------------                                              
Glenn W. Snoke                                                                  

/s/ Denver L. Tuckey                   Director               
----------------------------------                                              
Denver L. Tuckey                                                                

/s/ John S. Ward                       Director               
----------------------------------                                              
John S. Ward                                                                    

/s/ Joel R. Zullinger                  Director               
----------------------------------                                              
Joel R. Zullinger                                                               

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 EXHIBIT INDEX

                                                        [Enlarge/Download Table]

                                                                               Sequential
Exhibit Number                                                                Page Number
--------------                                                                -----------
                                                                                         
5        Opinion of Rhoads & Sinon LLP re: legality of securities                        
         (previously filed)                                                              
23(a)    Consent of Rhoads & Sinon LLP (incorporated in Exhibit 5 above)                 
         (previously filed)                                                              
23(b)    Consent of Smith, Elliott, Kearns & Co.                                         
24       Power of Attorney of Directors and Officers of Orrstown Financial               
         Services, Inc. (included on signature page to this Registration                 
         Statement)                                                                      
99(a)    Orrstown Financial Services, Inc. Stockholder Dividend Reinvestment             
         and Stock Purchase Plan                                                         
99(b)    Orrstown Financial Services, Inc. Plan Authorization and                        
         Enrollment Form (included as part of the Prospectus)                            
99(c)    Orrstown Financial Services, Inc. Stockholder Dividend                          
         Reinvestment and Stock Purchase Plan Information Card                           
99(d)    Prospectus Transmittal Letter to Stockholders                                   


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 Exhibit 23(b)

The Board of Directors and Stockholders                                         
Orrstown Financial Services, Inc.                                               

We consent to the use of our report, dated January 29, 1999, on our audits of   
the financial statements of Orrstown Financial Services, Inc. incorporated by   
reference to the Post Effective Amendment No. 1 to the Registration Statement on
Form S-3 and to the reference to our firm under the heading "Experts" in the    
Prospectus in connection with the Dividend Reinvestment Plan for Orrstown       
Financial Services, Inc.                                                        

                                         /s/ Smith Elliott Kearns & Company, LLC
                                         ---------------------------------------
                                             Smith Elliott Kearns & Company, LLC

Chambersburg, Pennsylvania                                                      
December 8, 1999                                                                

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 Exhibit 99(a)

 ORRSTOWN FINANCIAL SERVICES, INC.

 STOCKHOLDER DIVIDEND REINVESTMENT AND
 STOCK PURCHASE PLAN

  The Board of Directors of ORRSTOWN FINANCIAL SERVICES, INC. ("ORRSTOWN")
established this Stockholder Dividend Reinvestment and Stock Purchase Plan (the 
"PLAN") to provide ORRSTOWN stockholders with a simple, convenient, economical  
and systematic method for reinvesting regular quarterly cash dividends and      
making voluntary cash investments in additional shares of ORRSTOWN COMMON STOCK 
without paying any brokerage commissions or incurring any service charges. The  
Plan constitutes an amendment of and successor to the current Dividend          
Reinvestment Plan of Orrstown which was instituted in 1998 (the "1998 Plan") and
which remains in effect until December 31, 1999. Each Participant in the 1998   
Plan will automatically be enrolled in the Plan, which shall be effective       
January 1, 2000.                                                                

   The following sets forth the text of the PLAN as amended on September 16,
1999.                                                                           

Section 1.  Definitions.                                                        

  The following words and phrases, when capitalized and used herein, shall
have the indicated meanings unless the context clearly indicates otherwise:     

   (a) INVESTMENT DATE: A date on which regular quarterly cash dividends are
paid and dividends are reinvested and/or voluntary cash payments are invested   
pursuant to the PLAN.                                                           

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(b) MARKET PRICE PER SHARE OF ORRSTOWN COMMON STOCK:                  

      (i) The average of the daily high bid and low offer quotations for
ORRSTOWN COMMON STOCK reported through the National Association of    
Securities Dealers, Inc.'s OTC Bulletin Board system for the ten (10) 
trading days immediately preceding the applicable INVESTMENT DATE;    
provided, however, if no bid or no offer quotation for ORRSTOWN COMMON
  STOCK is reported through the OTC Bulletin Board service during such ten
     (10) trading day period, then the MARKET PRICE PER SHARE OF ORRSTOWN COMMON
STOCK will be the price of the last trade reported for ORRSTOWN COMMON
STOCK through the OTC Bulletin Board service.                         

     (ii) If ORRSTOWN COMMON STOCK is listed for trading on the NASDAQ
   Stock Market, the mean between the high and low sales prices for ORRSTOWN
COMMON STOCK on the NASDAQ Stock Market, as reported in the financial 
press, on any relevant date (or if not a trading day, then on the next
preceding day on which a trade is reported).                          

      (iii) If ORRSTOWN COMMON STOCK is listed for trading on a national
    exchange, the mean between the high and low sales prices on such exchange,
as reported in the financial press, on any relevant date (or if not a 
    trading day, then on the next preceding day on which a trade is reported).

(c) ORRSTOWN: Orrstown Financial Services, Inc.                       

(d) ORRSTOWN COMMON STOCK: Orrstown's common stock, no par value.     

(e) PARTICIPANT: Any ORRSTOWN stockholder who meets the eligibility   
requirements set forth at Section 2 of the PLAN and who effects the             
authorizations required by Section 3 of the PLAN.                               

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   (f) PLAN: This Stockholder Dividend Reinvestment and Stock Purchase Plan,
as it may be hereafter amended, supplemented or modified.                       

     (g) PLAN ADMINISTRATOR: Orrstown Bank, Orrstown, Pennsylvania, shall be the
PLAN ADMINISTRATOR and shall receive cash dividends and voluntary cash payments 
made by a PARTICIPANT pursuant to Section 3(b) of the PLAN and purchase shares  
of ORRSTOWN COMMON STOCK for PARTICIPANTS. Orrstown Bank shall act in such      
capacity in accordance with the provisions of the PLAN. With respect to shares  
to be purchased on the open market pursuant to Section 5 of the PLAN, the PLAN  
ADMINISTRATOR shall transfer the cash dividends and cash payments to a          
PURCHASING AGENT who shall effect the purchase of shares in the open market.    

(h) PURCHASE PRICE: In the case of purchases from ORRSTOWN of treasury
shares or authorized but unissued shares of ORRSTOWN COMMON STOCK, the PURCHASE 
PRICE shall be the MARKET PRICE PER SHARE OF ORRSTOWN COMMON STOCK on the       
relevant INVESTMENT DATE. In the case of purchases of shares of ORRSTOWN COMMON 
STOCK on the open market or in negotiated transactions by a PURCHASING AGENT,   
the PURCHASE PRICE shall be the weighted average of the prices actually paid for
shares purchased for the relevant INVESTMENT DATE (excluding all fees, brokerage
commissions and expenses).                                                      

   (i) PURCHASING AGENT: For purposes of making purchases on the open market
pursuant to Section 5 of the PLAN, the PLAN ADMINISTRATOR shall, from time to   
time and at its sole discretion, select a PURCHASING AGENT who is a             
broker-dealer, unaffiliated with ORRSTOWN, registered under the Securities      
Exchange Act of 1934, as amended. The PURCHASING AGENT shall purchase securities
on the open market as described in Section 5(b) of the PLAN. Aside from         
transferring funds to the PURCHASING AGENT, neither ORRSTOWN nor the PLAN       

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ADMINISTRATOR shall have any influence on the manner, methods or timing of      
acquiring shares in open market transactions.                                   

  (j) RECORD DATE: The date for determining stockholders of record for the
purpose of receiving any regular quarterly cash dividend.                       

Section 2.  Eligibility.                                                        

    Any ORRSTOWN stockholder is eligible to participate in the PLAN commencing
as of the date one or more shares of ORRSTOWN COMMON STOCK are registered in his
or her name on the books of ORRSTOWN. Beneficial owners of ORRSTOWN COMMON STOCK
held in nominee name must either have their shares registered in their own name 
before participating in the PLAN, or arrange with the record holders to         
participate in the PLAN on their behalf. ORRSTOWN stockholders who reside in    
jurisdictions in which it is unlawful for ORRSTOWN to permit participation in   
the PLAN are not eligible to participate in the PLAN.                           

Section 3.  Participation.                                                      

     (a) Full and Partial Dividend Reinvestment Options. In order to participate
in the PLAN, a stockholder who meets the eligibility requirements set forth in  
Section 2 must, on such form or forms and in such manner as may from time to    
time be prescribed by ORRSTOWN, except as expressly set forth in this Section,  
designate and authorize the PLAN ADMINISTRATOR, on such stockholder's behalf, to
reinvest all of the regular quarterly cash dividends payable on all or any      
specified fixed number of shares of ORRSTOWN COMMON STOCK registered in such    
stockholder's name on the books of ORRSTOWN as of the applicable RECORD DATE    
(or, if held in nominee name, with respect to which the record holder is        
participating on behalf of the beneficial owner) in additional shares of        

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ORRSTOWN COMMON STOCK pursuant to the provisions of Section 4 and Section 5 of  
the PLAN. If the form of designation and authorization is duly completed, signed
and received by ORRSTOWN on or before a given RECORD DATE, reinvestment shall   
begin with the dividend relating to such RECORD DATE. If the form of designation
and authorization is received after a given RECORD DATE, the dividend relating  
to such RECORD DATE will be paid in cash and reinvestment shall begin with the  
following dividend. Participation, once commenced, shall continue until a       
PARTICIPANT withdraws from the PLAN in accordance with Section 10(a) of the     
PLAN; ORRSTOWN or the PLAN ADMINISTRATOR terminates the PARTICIPANT's           
participation in accordance with Section 10(b) of the PLAN; or the PLAN         
terminates in accordance with Section 11(d) of the PLAN.                        

(b) Voluntary Cash Purchase Option.                                   

         (i) A stockholder who meets the eligibility requirements set forth in
    Section 2 of the PLAN and who elects to participate in the PLAN by meeting
   the requirements set forth in subsection (a) of this Section 3 may elect,
    each quarter, to invest cash in an amount not to exceed, in the aggregate,
   $2,500 per calendar quarter, but not less than $100, in additional shares
of ORRSTOWN COMMON STOCK, by (1) designating and authorizing the PLAN 
ADMINISTRATOR, on such form or forms as may be designated by the PLAN 
     ADMINISTRATOR from time to time, to apply all of such cash to the purchase,
     on such PARTICIPANT's behalf, of additional shares of ORRSTOWN COMMON STOCK
pursuant to the provisions of Section 4 of the PLAN, and (2) by       
transmitting such cash amount by check or money order made payable to 
    "Orrstown Bank" and forms to the PLAN ADMINISTRATOR so that it is received
 by the PLAN ADMINISTRATOR not later than the five (5) days prior to the

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    INVESTMENT DATE. Any cash payment received by the PLAN ADMINISTRATOR later
 than five (5) days prior to the INVESTMENT DATE will be returned to the
   PARTICIPANT. A PARTICIPANT may withdraw his entire voluntary cash payment
     by written notice received by the PLAN ADMINISTRATOR not later than two (2)
   days prior to the INVESTMENT DATE. No interest will be paid on uninvested
   voluntary cash payments. Payments received by the PLAN ADMINISTRATOR more
   than twenty (20) days prior to an INVESTMENT DATE will be returned to the
PARTICIPANT.                                                          

      (ii) PARTICIPANTS may arrange for automatic withdrawals from their
checking or savings account at Orrstown Bank as a method to provide   
  voluntary cash payments under the PLAN. The automatic withdrawal feature
may be used on an ongoing basis or for periodic payments. PARTICIPANTS
    desiring to use this feature must complete an authorization form available
upon request from the PLAN ADMINISTRATOR.                             

Section 4.  New-Stock Dividend Reinvestment.                                    

(a) In the event ORRSTOWN has not elected to, and is not required to, 
purchase shares of ORRSTOWN COMMON STOCK in the open market in accordance with  
the provisions of Section 5 of the PLAN, the PLAN ADMINISTRATOR shall, on the   
INVESTMENT DATE, for each PARTICIPANT, apply the cash dividends:                

         (i) authorized to be reinvested pursuant to Section 3(a) of the PLAN,
and                                                                   

     (ii) attributable to shares (including fractions of a whole share
computed to 4 decimal places) credited to such PARTICIPANT's account  
pursuant to Section 6(b) of the PLAN as of the RECORD DATE;           

to the purchase of shares of ORRSTOWN COMMON STOCK in accordance with subsection
(b) of this Section 4.                                                          

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(b) In the event ORRSTOWN has not elected to, and is not required to, 
purchase shares of ORRSTOWN COMMON STOCK in the open market in accordance with  
the provisions of Section 5 of the PLAN, the PLAN ADMINISTRATOR shall, on the   
INVESTMENT DATE, for each PARTICIPANT, apply the voluntary cash payments duly   
authorized and paid by such PARTICIPANT pursuant to Section 3(b) of the PLAN, to
the purchase of shares of ORRSTOWN COMMON STOCK in accordance with subsection   
(c) of this Section 4.                                                          

(c) In the event ORRSTOWN has not elected to, and is not required to, 
purchase shares of ORRSTOWN COMMON STOCK in the open market in accordance with  
the provisions of Section 5 of the PLAN, the PLAN ADMINISTRATOR, on the relevant
INVESTMENT DATE, shall purchase directly from ORRSTOWN the maximum number of    
shares (including fractional shares computed to four decimal places) that may be
purchased at the PURCHASE PRICE on the relevant INVESTMENT DATE with the amount 
of cash dividends to be reinvested and the amount of voluntary cash payments to 
be invested on that INVESTMENT DATE, provided that the aggregate number of      
shares of ORRSTOWN COMMON STOCK that may be purchased pursuant to this Section 4
and under the 1998 Plan may not exceed four hundred thousand (400,000) shares,  
whether such shares are held in the treasury of ORRSTOWN or are authorized but  
unissued shares. In making purchases on behalf of a PARTICIPANT, the PLAN       
ADMINISTRATOR may commingle such PARTICIPANT's funds with those of other        
PARTICIPANTS. The price at which the PLAN ADMINISTRATOR shall be deemed to have 
acquired shares for each PARTICIPANT's account shall be the PURCHASE PRICE on   
the relevant INVESTMENT DATE. Neither the PLAN ADMINISTRATOR nor ORRSTOWN shall 
be liable for any loss, damage or expense resulting, directly or indirectly,    
from the failure to make a purchase or from the timing of any purchase made.    

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Section 5. Open-Market Dividend Reinvestment and Cash Purchases.                

(a) Notwithstanding the provisions of Section 4 of the PLAN, the PLAN 
ADMINISTRATOR may, at the election of ORRSTOWN, immediately prior to the        
INVESTMENT DATE, for each PARTICIPANT, transfer:                                

       (i) the quarterly dividends authorized to be reinvested pursuant to
   Section 3(a) of the PLAN and shares (including fractions of a whole share
computed to 4 decimal places) credited to such PARTICIPANT'S account  
pursuant to Section 6(b) of the PLAN as of the RECORD DATE; and       

       (ii) the cash payments duly authorized and paid by such PARTICIPANT
pursuant to Section 3(b) of the PLAN                                  

to the PURCHASING AGENT for the purchase of whole shares of ORRSTOWN COMMON     
STOCK in accordance with Section 5(b) below.                                    

     (b) All purchases of ORRSTOWN COMMON STOCK pursuant to this Section 5 shall
be made on the relevant INVESTMENT DATE, or such other date as may be necessary 
or advisable under any applicable federal securities laws. All such purchases   
shall be made by the PURCHASING AGENT in the open market, on an exchange, or in 
negotiated transactions upon such terms as to price, delivery and related       
matters as the PURCHASING AGENT deems advisable. The PURCHASING AGENT shall     
purchase the maximum whole number of shares that may be purchased at prevailing 
prices with the amount of cash dividends to be reinvested and the amount of     
voluntary cash payments to be invested for the relevant INVESTMENT DATE. In     
making purchases on behalf of a PARTICIPANT, the PURCHASING AGENT may commingle 
such PARTICIPANT'S funds with those of other PARTICIPANTS. Neither ORRSTOWN, the

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PLAN ADMINISTRATOR, nor the PURCHASING AGENT shall be liable for any loss,      
damage or expense resulting, directly or indirectly, from the failure to make a 
purchase or from the timing of any purchase made. Aside from transferring the   
funds to the PURCHASING AGENT, neither ORRSTOWN nor the PLAN ADMINISTRATOR shall
have any influence on the manner, methods or timing of the acquisition of shares
under this Section 5. Any funds remaining after purchase of the maximum number  
of whole shares available on the open market on the relevant INVESTMENT DATE    
shall be returned to the PLAN ADMINISTRATOR for acquisition of additional shares
(including fractional shares computed to four decimal places) from ORRSTOWN     
pursuant to Section 4 in order to assure that such funds have been fully        
invested in shares of ORRSTOWN COMMON STOCK.                                    

Section 6. Administration of the PLAN.                                          

    (a) The PLAN ADMINISTRATOR shall administer the PLAN for all PARTICIPANTS.

     (b) All shares of ORRSTOWN COMMON STOCK purchased by the PLAN ADMINISTRATOR
or its nominee pursuant to Section 4 and Section 5 of the PLAN, including any   
fractions of a whole share, shall be registered in the name of the PLAN         
ADMINISTRATOR or its nominee as agent for each PARTICIPANT and shall be credited
to each PARTICIPANT's account on the books and records of the PLAN, which books 
and records shall be maintained at all times by PLAN ADMINISTRATOR. As soon as  
practicable after each INVESTMENT DATE, or after other changes are made to the  
PLAN account, the PLAN ADMINISTRATOR shall transmit to each PARTICIPANT a       
statement of account setting forth amounts invested, purchase prices, shares    
purchased and other information for the year to date.                           

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     (c) Each PARTICIPANT may obtain, without charge and upon written request to
the PLAN ADMINISTRATOR, a certificate or certificates for any whole shares of   
ORRSTOWN COMMON STOCK credited to his or her account; provided, however, that no
such request received during the period beginning five (5) business days prior  
to a RECORD DATE and ending on the corresponding INVESTMENT DATE shall be       
effective until after the reinvestment of dividends pursuant to this PLAN. No   
share certificate for any whole share of ORRSTOWN COMMON STOCK shall be issued  
to any PARTICIPANT except pursuant to such written request or upon such         
PARTICIPANT's withdrawal from the PLAN in accordance with Section 10(a) of the  
PLAN, ORRSTOWN or the PLAN ADMINISTRATOR terminates the PARTICIPANT's           
participation in accordance with Section 10(b) of the PLAN, or termination of   
the PLAN in accordance with Section 11(d) of the PLAN. In no event shall any    
certificate be issued evidencing a fraction of a whole share of ORRSTOWN COMMON 
STOCK.                                                                          

  (d) PARTICIPANTS may deposit with the PLAN ADMINISTRATOR for safekeeping
any certificate for shares of ORRSTOWN COMMON STOCK subject to reinvestment of  
dividends under the PLAN.                                                       

   (e) All costs of administering the PLAN, including without limitation any
brokerage commission or other fee payable to or through any broker-dealer or any
other party in connection with the purchase of shares, shall be paid by         
ORRSTOWN.                                                                       

Section 7.  Voting of Shares Held Under the PLAN.                               

 (a) All whole shares of ORRSTOWN COMMON STOCK held for a PARTICIPANT in
such PARTICIPANT's account under the PLAN will be voted at a meeting of ORRSTOWN
stockholders in accordance with the instructions of such PARTICIPANT given on   
any proxy executed by such PARTICIPANT and returned to ORRSTOWN with respect to 

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such shares. A PARTICIPANT desiring to vote whole shares of ORRSTOWN COMMON     
STOCK held for a PARTICIPANT in such PARTICIPANT's account under the PLAN in    
person at a meeting of ORRSTOWN stockholders may do so. Whole shares of ORRSTOWN
COMMON STOCK held for a PARTICIPANT in such PARTICIPANT's account under the PLAN
will not be voted at a meeting of ORRSTOWN stockholders if a proxy is not       
received by ORRSTOWN from such PARTICIPANT or if such PARTICIPANT does not vote 
such whole shares in person at the meeting. In no event may a PARTICIPANT vote  
the fractions of a whole share of ORRSTOWN COMMON STOCK credited to such        
PARTICIPANT's account.                                                          

(b) Each PARTICIPANT shall have the right to instruct the PLAN        
ADMINISTRATOR as to the manner in which to respond to a tender or exchange offer
for shares of ORRSTOWN COMMON STOCK, with respect to such shares in such        
PARTICIPANT's account.                                                          

Section 8.  Stock Dividends and Stock Splits on Shares Held in PLAN.            

   Shares of ORRSTOWN COMMON STOCK (including any fraction of a whole share)
distributed as a result of the declaration of a stock dividend or a stock split 
on shares credited to the account of a PARTICIPANT under the PLAN shall be added
to his or her account and shall be shares subject to the PLAN, and shall be     
treated, for all purposes, as if held by such PARTICIPANT directly.             

Section 9.  Effect of Rights Offering on Shares Held in PLAN.                   

  In the event that ORRSTOWN grants to its stockholders rights to purchase
additional shares of ORRSTOWN COMMON STOCK or other securities, such rights     

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shall be granted to PARTICIPANTS on whole shares of ORRSTOWN COMMON STOCK       
credited to the account of such PARTICIPANTS under the PLAN. Rights based on any
fraction of a share credited to a PARTICIPANT's account shall at ORRSTOWN's     
option be either redeemed by ORRSTOWN for cash or sold for such PARTICIPANT, and
the net proceeds therefrom shall be distributed to Participant.                 

Section 10.  Withdrawal from the PLAN.                                          

     (a) A PARTICIPANT may withdraw from the PLAN at any time by giving the PLAN
ADMINISTRATOR written notice thereof. Any such notice of withdrawal received    
later than five (5) days prior to a RECORD DATE, and on or before the ensuing   
INVESTMENT DATE, shall not be effective until dividends paid for such RECORD    
DATE have been credited to such PARTICIPANT's account. Upon withdrawal,         
certificates for the number of whole shares specified in the PARTICIPANT'S      
notice and credited to a PARTICIPANT's account under the PLAN shall be issued to
such PARTICIPANT and, in the event of a complete withdrawal, a cash payment     
shall be made for any fractional share credited to such PARTICIPANT's account   
(based upon the MARKET PRICE PER SHARE OF ORRSTOWN COMMON STOCK on the date the 
withdrawal request is received, or if not a trading day, then on the next       
preceding day which is a trading day. A PARTICIPANT who withdraws in accordance 
with this Section 10 shall again have the right to participate in the PLAN,     
provided such PARTICIPANT meets the eligibility requirements set forth in       
Section 2 of the PLAN and makes the designation and authorization required by   
Section 3(a) of the PLAN.                                                       

   (b) ORRSTOWN or the PLAN ADMINISTRATOR may terminate, for whatever reason
at any time as it may determine in its sole discretion, a PARTICIPANT's         

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participation in the PLAN upon mailing a notice of termination to the           
PARTICIPANT at his or her address as it appears on the PLAN ADMINISTRATOR's     
records.                                                                        

    (c) If a PARTICIPANT so requests in writing, the PLAN ADMINISTRATOR shall,
within seven (7) business days following receipt of such notice, transfer to a  
person designated by the PARTICIPANT or place a sale order on PARTICIPANT's     
behalf for all or any portion of the whole number of shares credited to such    
PARTICIPANT's account and shall deliver the proceeds therefrom, less any        
brokerage fee, transfer tax and costs to the withdrawing PARTICIPANT. At the    
PLAN ADMINISTRATOR's sole option and discretion, the PLAN ADMINISTRATOR may     
aggregate the shares to be sold on behalf of various PARTICIPANTS, sell any such
shares through a broker of its choosing or in a negotiated transaction without a
broker (including a sale to ORRSTOWN), and the PLAN ADMINISTRATOR may purchase  
any such shares on behalf of other PARTICIPANTS. Any sale to ORRSTOWN or        
purchase by the PLAN ADMINISTRATOR on behalf of the PLAN accounts shall be made 
at the PURCHASE PRICE (as defined in Section 1(h)).                             

(d) If a PARTICIPANT disposes of all the shares registered in such    
PARTICIPANT's name that are enrolled in the PLAN, the PLAN ADMINISTRATOR shall, 
until otherwise notified, continue to reinvest the dividends on the shares of   
ORRSTOWN COMMON STOCK held in such PARTICIPANT's account.                       

Section 11.  Amendment, Supplement, Waiver, Suspension or Termination.          

(a) The PLAN may be amended or supplemented by ORRSTOWN at any time or
times by mailing an appropriate notice to each PARTICIPANT at such PARTICIPANT's
last address of record at least thirty (30) days prior to the effective date of 

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such amendment or supplement. The amendment or supplement shall conclusively be 
deemed to be accepted by each PARTICIPANT unless ORRSTOWN receives written      
notice from a PARTICIPANT of such PARTICIPANT's complete withdrawal from the    
PLAN in accordance with Section 10(a) of the PLAN. Amendments or supplements may
be required from time to time due to changes in existing rules and regulations  
or new rules and regulations issued by a governing authority. In such cases,    
ORRSTOWN may make such amendments or supplements as required, and thereafter    
notify each participant thereof.                                                

 (b) Any waiver of any provision of the PLAN must be made by ORRSTOWN in
writing, and each waiver, if any, shall only apply to the specific instance     
involved.                                                                       

     (c) The PLAN may be suspended by ORRSTOWN at any time or from time to time,
by mailing an appropriate notice to each PARTICIPANT at such PARTICIPANT's last 
address of record at least thirty (30) days prior to the effective date of such 
suspension. In the event of a suspension of this PLAN all voluntary cash        
payments paid by PARTICIPANTS pursuant to Section 3(b) of the PLAN shall be     
immediately returned to such PARTICIPANTS.                                      

(d) The PLAN may be terminated by ORRSTOWN at any time by mailing an  
appropriate notice to each PARTICIPANT at such PARTICIPANT's last address of    
record at least thirty (30) days prior to the effective date of such            
termination. In the event the PLAN is terminated, certificates for whole shares 
of ORRSTOWN COMMON STOCK credited to a PARTICIPANT's account under the PLAN     
shall be issued to such PARTICIPANT and a cash payment shall be made for any    
fractional shares credited to such PARTICIPANT's account (computed according to 
Section 10(a) of the PLAN).                                                     

Section 12.  Miscellaneous.                                                     

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       (a) In the event that ORRSTOWN shall, as of any INVESTMENT DATE, have
insufficient treasury shares or authorized but unissued shares of ORRSTOWN      
COMMON STOCK available for issuance pursuant to any purchase made under Section 
4 of the PLAN, all available shares shall be issued and credited pro rata to all
PARTICIPANTS' accounts. In such circumstances, all uninvested dividends shall be
paid to PARTICIPANTS in cash.                                                   

    (b) There shall be up to four hundred thousand (400,000) shares of
ORRSTOWN COMMON STOCK, in the aggregate, whether held in treasury or authorized 
but unissued shares, available for purchase directly from ORRSTOWN under the    
PLAN; provided that such number shall be adjusted automatically in the event of 
a change of capitalization of ORRSTOWN arising out of any stock dividend, stock 
split, split-off, spin-off, recapitalization, merger, consolidation, exchange of
shares or similar event which causes shares of any class to be issued in respect
of the outstanding shares of ORRSTOWN COMMON STOCK or causes shares of ORRSTOWN 
COMMON STOCK to be changed into the same or a different number of the same or   
another class or classes of securities.                                         

        (c) Neither ORRSTOWN, the PLAN ADMINISTRATOR, nor the PURCHASING AGENT
shall be liable for any loss, damage or expense arising out of or resulting from
any act performed in good faith or any good faith omission on the part of any of
them including, but not limited to, (i) failure to terminate a PARTICIPANT's    
account upon such PARTICIPANT's death or the transfer of such PARTICIPANT's     
shares prior to a reasonable length of time after receipt of notice in writing  
of such death or such transfer; (ii) any purchase or failure to purchase shares 
for a PARTICIPANT's account at a particular time or day or at a particular      
price; and/or (iii) modifying, suspending or terminating participation by a     

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shareholder who ORRSTOWN or the PLAN ADMINISTRATOR determines is using the PLAN 
for purposes inconsistent with the intended purposes of the PLAN.               

   (d) A PARTICIPANT shall notify the PLAN ADMINISTRATOR promptly in writing
of any change of such PARTICIPANT's address. Notices to a PARTICIPANT will be   
given by letter addressed to such PARTICIPANT at such PARTICIPANT's last address
of record on file with the PLAN ADMINISTRATOR.                                  

  (e) No PARTICIPANT shall have any right to draw checks or drafts against
his or her account or to give instructions to the PLAN ADMINISTRATOR with       
respect to any shares or cash held therein except as expressly provided herein, 
nor shall a PARTICIPANT have the right to sell, assign or transfer his or her   
account.                                                                        

   (f) Dividends paid on the shares of ORRSTOWN COMMON STOCK credited to the
account of a PARTICIPANT under the PLAN shall be reported on Form 1099 DIV      
information return, a copy of which will be sent to the Internal Revenue        
Service.                                                                        

(g) Sales of shares of ORRSTOWN COMMON STOCK made on behalf of a      
PARTICIPANT under the PLAN shall be reported on Form 1099B information return, a
copy of which will be sent to the Internal Revenue Service.                     

(h) Any question or interpretation arising under the PLAN will be     
determined by ORRSTOWN pursuant to the applicable rules and regulations of all  
regulatory authorities and the applicable federal and state law, such           
determination being final.                                                      

Section 13. Effective Date of PLAN.                                             

The effective date of the PLAN shall be January 1, 2000.              

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Section 14.  Governing Law.                                                     

    The validity and enforceability of the PLAN and the rights and obligations
set forth herein shall be governed by the laws of the Commonwealth of           
Pennsylvania and the rules and regulations of the Securities and Exchange       
Commission.                                                                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3DPOS’ Filing		Date		First		Last			Other Filings
		1/1/00		2		48
		12/31/99		2		33			10-K
Filed on / Effective on:		12/10/99		1		25
		12/8/99		32
		11/30/99		18
		11/1/99		18
		9/30/99		3					10-Q
		9/16/99		4		33
		1/29/99		32
		12/31/98		3					10-K,  DEF 14A
		11/21/98		18
		3/19/98		4
									List all Filings