SecProbe.io

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

 DIVISION OF
  CORPORATION FINANCE

May 4, 2011
  Thomas R. Quinn, Jr.  President and Chief Executive Officer  Orrstown Financial Services, Inc.
77 East King Street, P.O Box 250 Shippensburg, PA  17257
Re: Orrstown Financial Services, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010   Filed March 11, 2011    Form 8-K Filed March 22, 2010
File No.  1-34292
 Dear Mr. Quinn:

We have reviewed your supplemental response and have the following comments.
In some of our comments, we may ask you to  provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 Form 10-K for the Fiscal Year Ended December 31, 2010

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation

 Asset Quality, Risk Elements page 45

1. We note your response to comment 2 in our letter dated March 25, 2011.  Please
provide us with additional information on th ese four lending rela tionships in order
to support the company’s position that thes e loans should not be classified as
being impaired due to the financial strength and willingness of the guarantors to

Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
May 4, 2011   Page 2
meet the financial obligations under the loans.  In your response, please also
address the following:

• The overall nature and terms of each of  these four lending relationships;
• Information supporting the Company’s belief that the  guarantors are willing to perform;
• The current payment status as well as  overall payment history to date;
• Whether the guarantors have performed previously on these specific lending
credits;
• Collateral analysis for each of the f our lending relations hips supporting the
Company’s position that the lo ans are not impaired; and
• Whether the Company actually receives updated annual financial information
from each of the respective guarantors in each of the lending relationships.

Form 8-K filed March 22, 2010

2. We note the disclosures included within this Form 8-K.  Please provide us with an updated status of the Company’s collecti on efforts on the loans previously made
to Yorktown Funding from the point in time they filed Bankruptcy through the date of your response.  Your respons e should also addre ss the following:
• Whether the loans to Yorktown Funding were ever actually secured by the
pledges of the construction loans and th e mortgages securing the construction
loans extended by Yorktown;
• Whether the Bank has made a determination as to whether they are a secured
or unsecured creditor;
• Provide us with a detailed ALLL activity analysis reflective of activity within
each quarterly period since  the Company filed for bankruptcy;
• Provide us with a detailed quarterly co llateral valuation analysis and a textual
explanation of how and why this analysis  is consistent with the judgments and
determinations you made regarding the ALLL activity denoted in the
preceding bullet point; and
• Address whether and to what extent th e Company has given any consideration
to personal guarantors.

* * * *
You may contact Marc Thomas, Staff Accountant, at (202)  551-3452 or me at
(202) 551-3492 if you have any questions regarding the above comments.

Sincerely,
         John P. Nolan         Sr Asst. Chief Accountant