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CORRESP
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Corresp

 September 20, 2013

Kathryn McHale

 Senior Staff Attorney

United State Securities and Exchange Commission

 Washington, DC
20549

RE:
Peoples Financial Services Corp.

 Registration Statement on Form S-4

Filed August 13, 2013

File No. 333-190587

 Dear
Ms. McHale:

 On behalf of Peoples Financial Services Corp. (“Peoples”), we hereby submit the following responses to your
comment letter dated as of September 9, 2013 relating to Peoples’ Registration Statement on Form S-4 as filed on August 13, 2013 (File No. 333-190587). On September 20, 2013, Amendment No. 1 to Form S-4 (the
“Amendment”) was filed.

 Each response is preceded by the specific comment contained in your comment letter and numbered
accordingly.

 General

1.
A beneficial ownership table of Peoples should be included as required by Item 403 of Regulation S-K. See Item 18(a)(5)(ii) of Form S-4 and Item 6(d) of Schedule 14A.

A beneficial ownership table of Peoples has been included in the Amendment. Please see the disclosure on page 122 of the Amendment.

Cover Page

2.
Your disclosure states that “[i]n the merger, Penseco shareholders will receive 1.3636 shares of Peoples common stock for each share of Penseco common stock they own at the effective time of the merger, subject to
adjustment in accordance with the merger agreement.” Please revise the cover page to describe such potential adjustments in greater detail or add a cross reference to the disclosure in the section headed “Terms of the Merger” on page
68. Also revise Question 8 on page 4 and the penultimate paragraph on page 9 to clarify that the merger consideration is subject to adjustment.

 Kathryn McHale

September 20, 2013

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 The cover page has been revised to cross reference to the disclosure in the section headed
“Terms of the Merger” relating to the potential adjustments to the consideration Penseco shareholders will receive. Further, Question 8 on page 4 and the penultimate paragraph on page 9 have been revised to clarify that the merger
consideration is subject to adjustment. Please see the cover page and pages 4 and 9 of the Amendment.

3.
Please revise the cover page to disclose that Peoples’ and Penseco’s shareholders have dissenter/appraisal rights. Additionally, add a reference to Question 14 on page 5 and the “Rights of Dissenting
Shareholders” section on page 90.

 The cover page has been revised to disclose that Peoples’ and Penseco’s
shareholders have dissenter/appraisal rights. Further reference to Question 14 and the “Rights of Dissenting Shareholders” section has been added. Please see the cover page of the Amendment.

4.
Please revise the inside front cover page of your prospectus to state that security holders must request the information incorporated by reference no later than five business days before the date they must make their
investment decision. Refer to Item 2 to Form S-4.

 The inside front cover page of the prospectus has been revised to
state that Penseco shareholders must request the information incorporated by reference no later than five business days before the date of Penseco’s special meeting. Please see the inside front cover page of the Amendment.

Questions and Answers about the Merger

 Q 14: Do I
have the right to dissent from the merger?, page 5

5.
Please revise to clarify that dissenting shareholders must vote against the merger, abstain from voting or not return the proxy. Make corresponding revisions to the disclosure in the “Rights of Dissenting
Shareholders” section on page 90.

 Question 14 has been revised to clarify that dissenting shareholders must vote
against the merger, abstain from voting or not return a proxy. Further, corresponding revisions have been made to the disclosure in the “Rights of Dissenting Shareholders” section. Please see pages 5, 6 and 92 of the Amendment.

 Kathryn McHale

September 20, 2013

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 Prospectus Summary

Peoples and Penseco directors and management may have interests…, page 11

6.
Please revise to quantify the aggregate interest of each director and manager.

 In response
to this comment, the disclosure has been revised to quantify the aggregate interest of each director and manager. Please see page 12 of the Amendment.

Peoples will pursue a Nasdaq listing of its common stock…, page 13

7.
Please revise to add a cross-reference to the penultimate risk factor on page 32.

 In
response to this comment, a cross-reference to the last risk factor on page 32 has been added. Please see page 13 of the Amendment.

 Risk Factors

 Risks Relating to the Merger, page 25

8.
Please add a risk factor indicating that neither of the fairness opinions received in connection with the merger has been updated since its date of issuance.

A risk factor has been added in accordance with this comment. Please see page 27 of the Amendment.

The Merger, page 40

9.
Please revise to discuss whether the executive committee of Penseco’s board considered potential business combinations with third parties other than Peoples. Also explain why the committee decided to pursue a
business combination with Peoples rather than other third parties.

 The disclosure in the Amendment has been revised in
accordance with this comment. Please see the fourth paragraph on page 41 of the Amendment.

10.
Please revise this section to:

•

quantify the proposed exchange ratio discussed at the meeting held on April 5, 2013;

•

disclose in greater detail the potential risks of the transaction discussed at the Penseco board meeting held on May 28, 2013; and

•

disclose in greater detail the strategic alternatives discussed at the Peoples board meeting held on May 31, 2013.

 Kathryn McHale

September 20, 2013

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 The disclosure in the Amendment has been revised in accordance with this comment. Please
see:

•

the seventh paragraph on page 42 of the Amendment;

•

the ninth paragraph on page 44 of the Amendment; and

•

the twelfth paragraph on page 44 and the second through fifth paragraphs on page 43 of the Amendment.

11.
You disclose that between June 12, 2013 and June 28, 2013 the parties negotiated the terms of the definitive merger agreement. Please disclose in greater detail the terms that were negotiated, revised and
agreed upon.

 In response to this comment, greater detail has been provided relating to the negotiations between
June 12, 2013 and June 28, 2013 relating terms of the definitive merger agreement. Please see pages 45 and 46 of the Amendment.

12.
Provide us with any analyses, reports, presentations, or similar materials, including any board books, provided to or prepared by Boenning & Scattergood, Inc. and Griffin Financial Group, LLC in connection with
rendering the fairness opinions. Please also supplementally provide us with copies of the Boenning and Griffin engagement letters.

In response to this comment, Bybel Rutledge LLP, counsel to Peoples, will furnish to the staff copies of the proprietary analyses, reports,
presentations, or similar materials, including any board books, provided to or prepared by Boenning & Scattergood, Inc. and Griffin Financial Group, LLC in connection with rendering the fairness opinions. Also included are copies of the
Boenning and Griffin engagement letters. These documents are being provided under separate cover requesting confidential treatment pursuant to the provisions of C.F.R. Sec. 200.83 and Rule 418 promulgated under the Securities Act of 1933, as
amended. In accordance with such rule, counsel to the Company will request that those materials be returned promptly following the completion of the staff’s review thereof.

13.
You disclose that Boenning and Griffin each used internal financial projections for Peoples and Penseco, as provided by Peoples’ and Penseco’s senior management teams, and that such projections were not
prepared with a view towards public disclosure. Please revise your disclosure to discuss in greater detail the bases for and the nature of the material assumptions underlying the projections. Also supplementally provide us with copies of such
projections and tell us how you concluded that disclosure of the projections is not necessary or appropriate.

 We have
added a section to discuss the internal financial projections for Peoples and Penseco, as provided by Peoples’ and Penseco’s senior management teams, and used by Boenning and Griffin. Please see page 47 of the Amendment.

Peoples does not believe that the disclosure of any additional detail of the internal financial projections is necessary or appropriate
because these internal financial

 Kathryn McHale

September 20, 2013

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projections, specifically the Peoples’ 2013 operating budget, Peoples strategic plan and Penseco’s 2013 operating budget were produced by the senior management of Peoples and Penseco
prior to and without regard for the proposed merger, and they do not publically disclose internal management projections of the type provided to Boenning and Griffin in connection with their review of the merger, or any other earnings guidance or
financial projections. As a result, such projections were not prepared with a view towards public disclosure. Although the Amendment provides certain projected financial information regarding the companies for 2013, any projections other than those
presented in the 2013 operating budgets are based on outdated information, have not been updated, and therefore are potentially misleading to present in the registration statement. Further, Penseco did not provide any projections beyond 2013 to
Peoples or Boenning.

 Because the projections were based on numerous variables and assumptions, including factors related to general
economic and competitive conditions, which are inherently uncertain; accordingly results could vary significantly from those set forth in the internal financial projections. Further, such projections are not intended to comply with the guidelines
for financial forecasts established by the American Institute of Certified Public Accountants or any other established guidelines regarding projections or forecasts. Therefore, for the foregoing reasons, Peoples and Penseco concluded that disclosure
of any additional detail of such disclosures is not necessary or appropriate.

 Additionally, in response to this comment, Bybel
Rutledge LLP, counsel to Peoples, will furnish to the staff copies of the internal financial projections used by Boenning and Griffin. These documents are being provided under separate cover requesting confidential treatment pursuant to the
provisions of C.F.R. Sec. 200.83 and Rule 418 promulgated under the Securities Act of 1933, as amended. In accordance with such rule, counsel to the Company will request that those materials be returned promptly following the completion of the
staff’s review thereof.

 Boenning’s Compensation..., page 56

14.
We note your disclosure that Peoples agreed to pay Boenning a transaction fee of approximately $805,000, of which $275,000 was paid upon the signing of a definitive agreement with the remainder to be paid upon the
closing of the merger. Please reconcile your disclosure with the language in the third paragraph of Boenning’s opinion, which states that its fees were not contingent upon completion of the merger. If a substantial portion of the payment for
the opinion was conditioned upon the completion of the transaction, please revise your disclosure to explain how the Peoples board assessed the significance and reliability of Boenning’s fairness opinion in light of such condition.

 Pursuant to Peoples’ engagement letter with Boenning, Peoples has agreed to pay Boenning a transaction fee of
approximately $805,000, of which $275,000 was paid upon the signing of a definitive agreement. Included in the $275,000, among other

 Kathryn McHale

September 20, 2013

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things, was the delivery of Boenning’s fairness opinion. The remainder of the fee will be paid upon the closing of the merger and is not connected to the fairness opinion. The disclosure has
been modified to clarify this fact. Please see the second paragraph on page 59 of the Amendment.

 Valuation of Penseco, page 66

15.
In the first paragraph on page 68, you disclose that Penseco agreed to pay Griffin:

•

a non-refundable retainer fee payable upon execution of the engagement letter;

•

a fee payable upon the delivery of Griffin’s fairness opinion; and

•

a fee contingent on the completion of a transaction.

 Please revise your disclosure to quantify
each of such fees. If a substantial portion of the aggregate fees paid to Griffin was conditioned upon the completion of the transaction, please revise your disclosure to explain how the Penseco board assessed the significance and reliability of
Griffin’s fairness opinion in light of such condition.

 The disclosure in the Amendment has been revised in accordance with this
comment. Please see the last paragraph on page 69 of the Amendment.

 Rights of Dissenting Shareholders, page 90

16.
Please restate the dates of the special meetings for each of Peoples and Penseco in this section.

The dates of the special meetings for Peoples and Penseco will be restated under this section. Please see page 92 of the Amendment.

Executive Compensation

 Compensation Discussion and
Analysis, page 107

17.
Please revise to provide compensation information for the three most highly compensated executive officers in addition to the PEO and PFO. See Item 402 of Regulation S-K. Alternatively, if you concluded that you
have provided appropriate disclosure for all individuals for whom disclosure is required under Item 402 of Regulation S-K, please tell us the basis for that conclusion.

Peoples has concluded that it has provided the appropriate disclosure for all individuals for whom disclosure is required under
Item 402 of Regulation S-K. Item 402(a)(3) provides that “disclosure shall be provided pursuant to this Item for each of the following (the “named executive officers”):” (i) PEO; (ii) PFO; “(iii) The
registrant’s three most highly compensated executive officers other than the PEO and PFO who were serving as executive officers at the end of the last completed

 Kathryn McHale

September 20, 2013

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fiscal year; and (iv) Up to two additional individuals for whom disclosure would have been provided . . . but for the fact the individual was not serving as an executive officer of the
registrant at the end of the last completed fiscal year.” Peoples has provided information regarding its PEO and PFO. With regard to the “three most highly compensated executive officers other than the PEO and PFO”, “the
determination as to which executive officers are most highly compensated shall be made by reference to total compensation for the last completed fiscal year . . . . provided that no disclosure need be provided for any executive officer, other than
the PEO and PFO, whose total compensation, as so reduced, does not exceed $100,000.” Excluding its PEO and PFO, Peoples has only two executive officers whose total compensation exceeds $100,000, namely Ms. Debra Dissinger and
Mr. Joseph Ferretti. Peoples has disclosed information regarding these two executive officers. Peoples, including its subsidiaries, does not have any other executive officers whose total compensation exceeds $100,000, except those disclosed in
the summary compensation table.

 Annual Cash Incentives, page 108

18.
You disclose that the annual cash incentives reward your executive officers for the achievement of “Economic Profit Targets and Individual Strategic Targets.” Please revise to disclose the specific objectives
used to determine compensation, even if no compensation is granted. To the extent you believe that disclosure of this information is not required because it would result in competitive harm such that the information could be excluded under
Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed supplemental