SecProbe.io

Mail Stop 4720

January 6, 2016

Via E -mail
Thomas R. Quinn, Jr.
President and Chief Executive Officer
Orrstown Financial Services, Inc.
77 East King Street
Shippensburg, PA  17257

Re: Orrstown Financial Services, Inc.
Registration Statement on Form S -3
Filed December 18, 2015
  File No. 333-208614

Dear Mr. Quinn :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.   If you do not  believe our com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. We note the statement in the first paragraph of the legality opinion filed as Exhibit 5.1
that the shares of Preferred Stock may be issued in the form of Depositary Shares.  Please
revise the Fee Table to includ e the Depositary Shares, and please address the Depositary
Shares in the section entitled “Description of Capital Stock.”

Exhibit 5.1

2. Please have counsel revise the legality opinion filed as Exhibit 5.1 to cover all the
securities being registered.   For  example, counsel must provide an opinion with respect
to the Depositary Shares and the Units.  Please file a new legality opinion that provides

Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
January 6, 2016
Page 2

 such opinions.  For guidance, refer to Section II.B.1 of Staff Legal Bulletin No. 19 (Oct.
14, 2011).

3. We note that counsel has indicated, in paragraphs c. – g. of the opinion, that it is not
expressing an opinion regarding the impact of portions of the indenture, or the impact of
acceleration of any debt, upon whether the debt is a binding contractual obligation o f
Orrstown.  Please tell us, with specificity, which portions , if any, of the indenture (filed
as Exhibit 4.3) give rise to the need to include these limitations on the opinion.  Also,
please provide an analysis as to how you concluded that the opinion pro vided was
consistent with the requirements of Item 601(b)(5) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act  of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notw ithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to del egated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Co mmission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specifie d in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
January 6, 2016
Page 3

 Please contact David Li n at (202) 551 -3552  or me at (202) 551 -3419  with any questio ns.

Sincerely,

 /s/ Christian Windsor

Christian N. Windsor
Special Counsel
Office of Financial Services

cc: John J. Spidi, Esq.
Jones Walker LLP