SecProbe.io

October 4, 2013

Via E -mail
Alan W. Dakey
President and Chief Executive Officer
Peoples Financial Services Corp.
82 Franklin Ave.
Hallstead, PA 18822

Re: Peoples Financial Services Corp.
Amendment No. 1 to Registration Statement on Form S -4
Filed September 20 , 2013
  File No. 333-190587

Dear Mr. Dakey :

We have reviewed your amended registration statement and the related response letter
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 by amending your registration statement and providing the
requested information .  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 registration statement and the information you
provide in respon se to these  comments, we may have  additional comments.

Amendment No. 1 to  Form S -4

The Merger

Certain Non -Public, Unaudited, Forward -Looking Information...page 47

1. Disclaimers of  responsibility that state or imply that investors are not entitled to re ly on
the prospectus disclosure are inappropriate .  Please revise the fifth paragraph on page 47
as appropriate.

Alan W. Dakey
Peoples Financial Services Corp.
October 4, 2013
Page 2

 Penseco Financial Services Corporation - Form 10 -K for the Fiscal Year Ended December 31,
2012

Item 11. Executive Compensation

Definitive Proxy Statement on Schedule 14A

Non-Equity Incentive Awards, page 30

2. We note your response to prior comment 29  in our letter dated September 9, 2013 .
Please provide draft disclosure to be included in future filings identifying the specific
corporate and  individual p erformance goals used to  determine non -equity incentive
awards for executive officers , even if no compensation is granted.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain tha t the filing includes the information the Securities Act of 193 3 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated 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 d elegated 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 effective ness as a
defense in any proceeding initiated by the Commission 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 accelerat ion 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 specified 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.

Alan W. Dakey
Peoples Financial Services Corp.
October 4, 2013
Page 3

 Please contact David Lin at  (202) 551 -3552  or me at (202) 551 -3464  with any questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

cc: Via E -mail
 Scott A. Seasock
 Erik Gerhard, Esq.