SecProbe.io

CORRESP
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 ORRSTOWN FINANCIAL SERVICES, INC.
 4750 Lindle Road
 Harrisburg, Pennsylvania 17111

 February 9, 2026

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporate Finance
 100 F Street, N.E.
 Washington, D.C. 20549
 Attn: Aisha Adegbuyi

 Re:

 Request for Acceleration of Effectiveness
 Orrstown Financial Services, Inc.
 Registration Statement on Form S-3 (File No. 333-293049)

 Dear Ms. Adegbuyi:

 Pursuant to Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended, Orrstown Financial Services, Inc. hereby
 respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 and declare the Registration Statement effective as of 4:00 p.m., Eastern Standard Time, on
 February 12, 2026, or as soon thereafter as possible.

 We request that we be notified of such effectiveness by a telephone call to Kenneth J. Rollins of Pillar+Aught at (717) 308-9633.

 Very truly yours,

 ORRSTOWN FINANCIAL SERVICES, INC.

 By:

 /s/ Matthew Dyckman

 Matthew Dyckman

 Executive Vice President and General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 5, 2026

Thomas R. Quinn, Jr.
Chief Executive Officer
Orrstown Financial Services, Inc.
4750 Lindle Road
Harrisburg, PA 17111

 Re: Orrstown Financial Services, Inc.
 Registration Statement on Form S-3
 Filed January 29, 2026
 File No. 333-293049
Dear Thomas R. Quinn, Jr.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Kenneth J. Rollins, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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    VIA EDGAR

    April 19, 2024

    United States Securities and Exchange Commission

    Division of Corporation Finance

    Mail Stop 456

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Robert Arzonetti

            Re:

            Orrstown Financial Services, Inc.

            Acceleration Request for Registration Statement on Form S-4

            File No. 333-278364

            Acceleration Request

            Requested Date:

            April 23, 2024

            Requested Time:

            4:15 p.m., Eastern Time

    Dear Mr. Arzonetti:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Orrstown Financial Services, Inc. (the “Company”) hereby
      requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to April 23, 2024, at 4:15 p.m., Eastern Time, or as soon thereafter as practicable,
      unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its
      responsibilities under the Act.

    Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Samantha M. Kirby at (617) 570-8794.

    If you have any questions regarding this request, please contact Samantha M. Kirby of Goodwin Procter LLP at (617) 570-8794.

            Sincerely,

            ORRSTOWN FINANCIAL SERVICES, INC.

            /s/ Thomas R. Quinn, Jr.

            Thomas R. Quinn, Jr.

            President and Chief Executive Officer

            Orrstown Financial Services, Inc.

            cc:

            Matthew Dyckman, Esq., Orrstown Financial Services, Inc.

            Samantha M. Kirby, Esq., Goodwin Procter LLP

United States securities and exchange commission logo
April 3, 2024
Thomas R. Quinn, Jr.
President and CEO
Orrstown Financial Services, Inc.
77 East King Street
Shippensburg, PA 17257
Re:Orrstown Financial Services, Inc.
Registration Statement on Form S-4
Filed March 29, 2024
File No. 333-278364
Dear Thomas R. Quinn, Jr.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Samantha M. Kirby

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ORRSTOWN FINANCIAL SERVICES, INC.

77 East King Street, PO Box 250

Shippensburg, Pennsylvania 17257

November 14, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: John Stickel

Re:    Request for Acceleration of Effectiveness

    Orrstown Financial Services, Inc.

    Registration Statement on Form S-3 (File No. 333-268171)

Dear Mr. Stickel:

Pursuant to Rule 461 of the General Rules and Regulations of the Securities Act of 1933, as amended, Orrstown Financial Services, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 and declare the Registration Statement effective as of 4:00 p.m., Eastern Standard Time, on November 17, 2021, or as soon thereafter as possible.

We request that we be notified of such effectiveness by a telephone call to Kenneth J. Rollins of Pillar+Aught at (717) 308-9633 and that such effectiveness also be confirmed in writing.

                        Very truly yours,

                        ORRSTOWN FINANCIAL SERVICES, INC.

                        By:    _/s/  Matthew Dyckman

                            Matthew Dyckman

Executive Vice President and

General Counsel

United States securities and exchange commission logo
November 9, 2022
Matthew Dyckman
Executive Vice President, General Counsel
Orrstown Financial Services, Inc.
77 East King Street, PO Box 250
Shippensburg, PA 17257
Re:Orrstown Financial Services, Inc.
Registration Statement on Form S-3
Filed November 4, 2022
File No. 333-268171
Dear Matthew Dyckman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
June 30, 2021
Neelesh Kalani
Chief Financial 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 Year Ended December 31, 2020
Filed March 15, 2021
File No. 001-34292
Dear Mr. Kalani:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

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VIA EDGAR

June 28, 2021

Michael Henderson, Staff Accountant

Cara Lubit, Staff Accountant

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

 Re:  Orrstown Financial Services, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2020

    Filed March 15, 2021

    File No. 001-34292

Dear Mr. Henderson and Ms. Lubit:

This letter is in response to your comment letter dated June 15, 2021, pertaining to certain non-GAAP disclosures in the Annual Report on Form 10-K of Orrstown Financial Services, Inc. (the “Company”) filed March 15, 2021, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed May 7, 2021.  For your convenience, the comment from your letter is repeated below in italics.  The Company’s response follows.

Comment:

Form 10-K for the Year Ended December 31, 2020

Item 7 - Management's Discussion and Analysis of Financial Condition and Results of

Operations; Supplemental Reporting of Non-GAAP Measures, page 56

1.We note your disclosure of the non-GAAP measures “Allowance plus purchase

accounting marks to unguaranteed loans” and “Taxable-Equivalent Net Interest Margin

(excluding the effect of purchase accounting)” here and in your Form 10-Q for the quarter

ended March 31, 2021. It appears that disclosing financial measures and metrics

excluding the impact of purchase accounting or adding purchase accounting mark

adjustments represents individually tailored recognition and measurement methods, which

could result in a misleading financial metric that violates Rule 100(b) of Regulation G.

Therefore, in future filings, including Forms 8-K, please remove such measures. Refer to

Question 100.04 of the Compliance and Disclosure Interpretations for guidance.

Response:

In subsequent SEC filings, the Company will remove the tables named “Taxable-Equivalent Net Interest Margin (excluding the effect of purchase accounting)” and “Allowance plus purchase accounting marks to unguaranteed loans” from its disclosure of non-GAAP measures.

If the Staff should have any questions concerning the response, please do not hesitate to contact me.

Sincerely,

/s/ Neelesh Kalani

Neelesh Kalani

Executive Vice President and Chief Financial Officer

cc: Kenneth J. Rollins, Pillar+Aught

United States securities and exchange commission logo
June 15, 2021
Neelesh Kalani
Chief Financial 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 Year Ended December 31, 2020
Filed March 15, 2021
File No. 001-34292
Dear Mr. Kalani:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2020
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of
Operations
Supplemental Reporting of Non-GAAP Measures, page 56
1.We note your disclosure of the non-GAAP measures “Allowance plus purchase
accounting marks to unguaranteed loans” and “Taxable-Equivalent Net Interest Margin
(excluding the effect of purchase accounting)” here and in your Form 10-Q for the quarter
ended March 31, 2021.  It appears that disclosing financial measures and metrics
excluding the impact of purchase accounting or adding purchase accounting mark
adjustments represents individually tailored recognition and measurement methods, which
could result in a misleading financial metric that violates Rule 100(b) of Regulation G.
Therefore, in future filings, including Forms 8-K, please remove such measures.  Refer to
Question 100.04 of the Compliance and Disclosure Interpretations for guidance.

 FirstName LastNameNeelesh Kalani
 Comapany NameORRSTOWN FINANCIAL SERVICES INC
 June 15, 2021 Page 2
 FirstName LastName
Neelesh Kalani
ORRSTOWN FINANCIAL SERVICES INC
June 15, 2021
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Michael Henderson, Staff Accountant at 202-551-3364 or Cara Lubit,
Staff Accountant at 202-551-5909 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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ORRSTOWN FINANCIAL SERVICES, Inc.

77 East King Street

Shippensburg, Pennsylvania 17257

November 1, 2019

VIA EMAIL AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C. 20549

Attn: Ms. Susan Block

Re:      Orrstown Financial Services, Inc.

            Registration Statement on Form S-3

            File No. 333-234321

Ladies and Gentlemen:

            Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Orrstown Financial Services, Inc. respectfully requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 2:00 p.m. on Tuesday, November 5, 2019, or as soon as practicable thereafter.

            Please contact Kenneth J. Rollins, of Pillar Aught LLC, at (717) 308-9633 with any questions you may have concerning this request.

Very truly yours,

ORRSTOWN FINANCIAL SERVICES, INC.

By: /s/ Thomas R. Brugger

Name:  Thomas R. Brugger

Title:   Chief Financial Officer

cc:  Kenneth J. Rollins, Esq.

October 31, 2019
Thomas R. Quinn
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 October 25, 2019
File No. 333-234321
Dear Mr. Quinn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Susan Block at 202-551-3210 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 VIA EDGAR

February 22, 2019

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Mail Stop 4561

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: David Gessert, Staff Attorney

Re:
 Orrstown Financial Services, Inc.

Acceleration Request for Registration Statement on Form S-4

File No. 333-229581

Acceleration Request

Requested Date:            February 26, 2019

Requested Time:           4:00 p.m., Eastern Time

Dear Mr. Gessert:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Act”), Orrstown Financial Services, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the
“Registration Statement”) be accelerated to February 26, 2019, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration
Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Matthew Dyckman
at (202) 346-4113.

 If you have any questions regarding this request, please contact Matthew Dyckman of Goodwin Procter LLP at
(202) 346-4113.

 Sincerely,

ORRSTOWN FINANCIAL SERVICES, INC.

/s/ David P. Boyle

 David P. Boyle

 Executive Vice President and
Chief Financial Officer

cc:
 Matthew Dyckman, Esq., Goodwin Procter LLP

February 11, 2019
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-4
Filed February 8, 2019
File No. 333-229581
Dear Mr. Quinn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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SEC Correspondence

 ORRSTOWN FINANCIAL SERVICES, INC.

77 East King Street

Shippensburg, Pennsylvania 17257

(717) 530-2602

February 8, 2019

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:    Orrstown Financial Services, Inc.

Registration Statement on Form S-4 (SEC File
No. 333-229581)

 Filed on February 8, 2019

Ladies and Gentlemen:

 In connection with the
Registration Statement on Form S-4 (the “Registration Statement”) of Orrstown Financial Services, Inc. (the “Registrant”), relating to the Registrant’s offer to exchange (the
“Exchange Offer”) registered 6.0% Fixed-to-Floating Rate Subordinated Notes due 2028 (“Exchange Notes”) for any and all of the Registrant’s
outstanding, unregistered 6.0% Fixed-to-Floating Rate Subordinated Notes due 2028, the Registrant hereby makes the following representations:

(1)    The Registrant is registering the Exchange Notes and making the Exchange Offer in reliance on the position of the
staff of the United States Securities and Exchange Commission (the “Commission”) enunciated in the Exxon Capital Holdings Corporation (available May 13, 1988) (the “Exxon Capital Letter”), and the Morgan
Stanley & Co. Incorporated (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling (available July 2, 1993)
no-action letters;

 (2)    The Registrant has not entered into any arrangement
or understanding with any person to distribute the Exchange Notes and, to the best of the Registrant’s knowledge and belief without independent investigation, each person participating in the Exchange Offer is acquiring the Exchange Notes in
its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of Exchange Notes. In this regard, the Registrant will disclose to each
person participating in the Exchange Offer that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated in the Exxon Capital
Letter or interpretive letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale
transaction. The Registrant acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 of Regulation S-K.

 U.S. Securities and Exchange Commission

February 8, 2019

 Page 2

 (3)    No broker-dealer has entered into any arrangement or understanding
with the Registrant or an affiliate of the Registrant to distribute the Exchange Notes. The Registrant will disclose to each person participating in the Exchange Offer (through the Exchange Offer prospectus) that any broker-dealer who receives the
Exchange Notes for its own account pursuant to the Exchange Offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Registrant will
also include in the letter of transmittal to be executed by each holder participating in the Exchange Offer that each broker-dealer that receives the Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.

Very truly yours,

Orrstown Financial Services, Inc.

By:

 /s/ David P. Boyle

Name:

David P. Boyle

Executive Vice President and Chief Financial Officer

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SEC Correspondence

 [Orrstown Financial Services, Inc. Letterhead]

February 6, 2019

 VIA EDGAR

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3628

Re:
 Orrstown Financial Services, Inc.

 Registration Statement on Form S-4

 Filed January 9, 2019

 File No. 333-229178

Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Orrstown Financial Services, Inc. (the “Registrant”) does hereby respectfully request acceleration of the effective time of the above-referenced Registration Statement so that it may become effective at 4:00 p.m.
(Washington, D.C. time) on Friday, February 8, 2019 or as soon as practicable thereafter.

 The Registrant hereby acknowledges the
following:

•

 should the Securities and Exchange Commission (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 delegated authority, in declaring the filing
effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

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

 If you have any
questions regarding this request, please contact Matthew Dyckman of Goodwin Procter LLP at (202) 346-4113.

Sincerely,

/s/ David P. Boyle

David P. Boyle

Executive Vice President and Chief Financial Officer

cc:
 David Gessert, U.S. Securities and Exchange Commission

 Matthew Dyckman, Esq., Goodwin Procter LLP

January 29, 2019
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-4
Filed January 9, 2019
File No. 333-229178
Dear Mr. Quinn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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CORRESP - Acceleration Request

 [Orrstown Financial Services, Inc. Letterhead]

July 23, 2018

 VIA EDGAR

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549-3628

Re:
Orrstown Bank

Registration Statement on Form S-4

Filed July 9, 2018

File No. 333-226098

 Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Orrstown Financial Services, Inc. (the “Registrant”) does hereby respectfully
request acceleration of the effective time of the above-referenced Registration Statement so that it may become effective at 4:00 p.m. (Washington, D.C. time) on Wednesday, July 25, 2018 or as soon as practicable thereafter.

The Registrant hereby acknowledges the following:

•

should the Securities and Exchange Commission (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 delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

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

 If you have any questions regarding this request, please contact Matthew Dyckman of Goodwin Procter LLP at (202) 346-4113.

 Sincerely,

/s/ David P. Boyle

 David P.
Boyle

 Executive Vice President and Chief Financial Officer

cc:
Erin Purnell, U.S. Securities and Exchange Commission

Matthew Dyckman, Esq., Goodwin Procter LLP

July 16, 2018
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-4
Filed July 9, 2018
File No. 333-226098
Dear Mr. Quinn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Purnell at (202) 551-3454 with any questions.
Division of Corporation Finance
Office of Financial Services

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    corresp_012816-0489.htm

January 28, 2016

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Orrstown Financial Services, Inc.

Registration Statement on Form S-3

File No. 333-208614

Dear Sir or Madam:

Pursuant to Rule 461 of Regulation C, we hereby request acceleration of the above-referenced Registration Statement to February 1, 2016, at 4:00 p.m., Washington, D.C. time, or as soon thereafter as is practicable that the staff of the Commission, acting pursuant to delegated authority, may determine.

We hereby acknowledge 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 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 Commission or any person under the federal securities laws of the United States.

ORRSTOWN FINANCIAL SERVICES, INC.

By:

/s/Thomas R. Quinn, Jr.

Thomas R. Quinn, Jr.

President and Chief Executive Officer

(Duly Authorized Representative)

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

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January 19, 2016

VIA EDGAR

Christian Windsor, Esq.

Special Counsel

Office of Financial Services

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:           Orrstown Financial Services, Inc.

Pre-Effective Amendment No. 1 to

Registration Statement on Form S-3 File No. 333-184166

Dear Mr. Windsor:

On behalf of the captioned Registrant, we are filing herewith Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (“Pre-Effective Amendment No. 2”). Pre-Effective Amendment No. 1 reflects the Registrant’s responses to the staff letter of comment, dated January 6, 2016.  For ease of reference, each of the comments contained in the staff letter of comment are set forth below followed by the Registrant’s responses thereto.

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 include the Depositary Shares, and please address the Depositary Shares in the section entitled “Description of Capital Stock.”

References to Depositary Shares have been removed from the Registration Statement and Exhibit 5.1 as the Registrant does not intend to offer or sell Depositary Shares.

Christian Windsor, Esq.

Special Counsel

January 19, 2016

Page

Exhibit 5.1

2.

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

A new legality opinion responsive to this comment has been filed as Exhibit 5.1 to Pre-Effective Amendment No. 1.  Please note that we have not marked the changes to the legality opinion filed herewith as we consider it a new legal opinion separate and distinct from the original opinion previously filed as Exhibit 5.1 to the Form S-3.  Please also note our response to Comment No. 1, above, regarding Depositary Shares.

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 of 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 provided was consistent with the requirements of Item 601(b)(5) of Regulation S-K.

A new legality opinion responsive to this comment has been filed as Exhibit 5.1 to Pre-Effective Amendment No. 1.  The new opinion is consistent with the requirements of Item 601(b)(5) of Regulation S-K with respect to the Debt Securities constituting  legally valid and binding obligations of the Company.  Please see paragraph (c) of the legality opinion filed herewith.

We hope that the foregoing is responsive to the staff’s letter of comment.  Please contact the undersigned at the above number if you have any questions or additional comments.  Thank you.

Sincerely,

/s/ John J. Spidi

John J. Spidi

Enclosures

cc:           David Lin, Division of Corporation Finance

Thomas R. Quinn, Jr., President and CEO

David P. Boyle, Executive Vice President and CFO

Joan S. Guilfoyle, Esq.

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

February 11, 2015

Via Email
David P. Boyle
Chief Financial 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 Fis cal Year Ended December 31, 201 3
Filed March 14 , 2014
File No. 00 1-34292

Dear Mr. Boyle :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securiti es laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require .

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief

CORRESP
1
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		SECComment

VIA EDGAR AND EMAIL

February 10, 2015

Gus Rodriguez, Accounting Branch Chief

David Irving, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:    Orrstown Financial Services, Inc.

Form 10-K for Fiscal Year Ended December 31, 2013

Filed March 14, 2014

File No. 001-34292

Dear Mr. Rodriguez and Mr. Irving:

This letter is in response to your comment letter dated December 29, 2014, received on February 3, 2015, regarding the Annual Report on Form 10-K of Orrstown Financial Services, Inc. (the “Company”) for the fiscal year ended December 31, 2013 (the “Form 10-K”) in which you requested additional information related to Note 21 – Contingencies, in the Notes to Consolidated Financial Statements.  For your convenience, the comment from your letter is repeated below in italics.  The Company’s response is shown following your comment.

Comment

1.  We note your disclosure regarding the Southeastern Pennsylvania Transportation Authority (“SEPTA”) putative class action complaint.  Please tell us, and revise future filings to disclose:

•

 The amount or range of reasonably possible losses;

•

 That reasonably possible losses cannot be estimated, or;

•

 That any reasonably possible losses are not material to your financial statements.

Refer to ASC 450-20-50 for guidance.

Response to Comment

At the time the Company filed the Form 10-K, the litigation had not progressed to a point where management could determine whether or not any loss was reasonably probable in connection with SEPTA’s putative class action complaint and there was not enough information available to reasonably estimate even a range of possible losses.  This is supported by the fact that, at the time of filing the Form 10-K, the judge handling the case had stayed all discovery, had not yet heard oral argument on the Company’s motion to dismiss and class certification had not been granted.  The judge had originally scheduled oral argument on the Company’s motion to dismiss for February 7, 2014, but oral argument was subsequently postponed to March 27, 2014.  Oral arguments took place on April 29, 2014.   At the time the Company filed the Form 10-K, the Company believed that the allegations asserted in SEPTA’s amended complaint were without merit and intended to defend vigorously against the claims.

Following oral argument on the Company’s motion to dismiss, a decision on the motion to dismiss was expected late in the second quarter or early in the third quarter of 2014.  The Company updated the disclosure related to this matter, as necessary, in its subsequently filed Quarterly Reports on Form 10-Q during 2014, however, as of the date of this letter, the judge has not yet ruled on the Company’s motion to dismiss, discovery remains stayed and class certification has not been granted.

The Company will revise future filings, beginning with the Annual Report on Form 10-K to be filed for the fiscal year ended December 31, 2014, to disclose, depending on the status of the litigation at that time: the amount or range of reasonably possible losses, or; that reasonably possible losses cannot be estimated, or; that any reasonably possible losses are not material to our financial statements.

The Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing has been fully responsive to your comment letter.  Please feel free to contact me at (717) 530-2294 or dboyle@orrstown.com if you need additional information or clarification.  Thank you for your attention to this matter.

 Sincerely,

 /s/ David P. Boyle

 David P. Boyle

 Executive Vice President & Chief Financial Officer

Copy to:

 Thomas R. Quinn, Jr., President and Chief Executive Officer

 John J. Spidi, Esq., Jones Walker LLP

December 29, 2014

Via Email
David P. Boyle
Chief Financial 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 Fis cal Year Ended December 31, 201 3
Filed March 14 , 2014
File No. 00 1-34292

Dear Mr. Boyle :

We have reviewed your filing an d have the following comment .  In our comment, 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.   Where we have  specifically requested a draft of your proposed disclosures in future
filings, please ensure that it clearly identifies new, revised or deleted disclosures, as appropriate.
If you do not believe our comment  applies  to your facts and circumstances or do n ot believe an
amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the informati on you provide in
response to thi s comment , we may have additional comments.

Form 10 -K for the Year Ended December 31, 2013

Notes to Consolidated Financial Statements
Note 21 – Contingencies, page 119

1. We note your disclosure regarding the Southeastern Pennsylvania Transportation Authority
(“SEPTA”) putative class action complaint. Please tell us, and revise future filings to
disclose:
 The amount or range of reasonably possible losses;
 That reasonably possible losses cannot be estimated, or;
 That any reasonably possible losses are not material to your financial statements.
 Refer to ASC 450 -20-50 for guidance .

David P. Boyle
Orrstown Financial Services, Inc.
December 29, 2014
Page 2

 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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the co mpany 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.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respec t to the filing; and

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

You may contac t Dave Irving at (202) 551 -3321 or me at  (202) 5 51-3752  if you any other
questions.

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief

December 10, 2012

Via E -mail
Mr. Thomas R, Quinn, Jr.
President and Chief Executive Officer
Orrstown Financial Services, Inc.
77 East King Street, P. O. Box 250
Shippensburg, Pennsylvania  17257

Re: Orrstown Financial Services, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2011
Filed March 23, 2012
File No. 001 -34292

Dear Mr. Quinn :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

 /s/ Sharon Blume

Sharon Blume
Assistant Chief  Accountant

CORRESP
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    corresp_110512-0489.htm

FOIA CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 83

VIA EDGAR AND EMAIL

November  5, 2012

Sharon Blume, Assistant Chief Accountant

Marc Thomas, Staff Accountant

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:

Orrstown Financial Services, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2011

Form 10-Q for the Quarter Ended June 30, 2012

File No. 001-34292

Dear Ms. Blume and Mr. Thomas:

This letter is in response to your follow-up comment letter dated October 4, 2012, pertaining to our response letter to your original comment letter dated August 23, 2012, regarding the Annual Report on Form 10-K of Orrstown Financial Services, Inc. (the “Company”) filed March 15, 2012, and the Quarterly Report on Form 10-Q filed August 9, 2012, in which you requested certain explanatory information.  For your convenience, the comments from your letter are repeated below in italics.  The Company’s responses are shown after each comment.

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter and the exhibits thereto. We have filed a separate letter with the Office of Freedom of Information and Privacy Act (the “FOIA Office”) in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests [17 C.F.R. § 200.83] (“Rule 83”). For the Staff’s reference, we have enclosed a copy of our letter to the FOIA Office (the “Request”) with this copy of the correspondence marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

In accordance with Rule 83, the Company requests confidential treatment of (a) the marked portions (the “Confidential Information”) of this response letter (this “Letter”), (b) the exhibits accompanying this Letter, and (c) the accompanying Request letter (collectively, the “Confidential Material”).  Please promptly inform the undersigned of any request for disclosure of the Confidential Material made pursuant

Confidential Treatment Requested by Orrstown Financial Services, Inc.

AI-001

to the Freedom of Information and Privacy Act or otherwise so that the undersigned may substantiate the foregoing request for confidential treatment in accordance with Rule 83.1

In accordance with Rule 83, this Letter has also been clearly marked with the legend “Confidential Treatment Requested by Orrstown Financial Services, Inc.” and each page is marked for the record with the identifying numbers and code “AI-001” through “AI-0086.”

Pursuant to Rule 83, a copy of the Request (but not this Letter) also is being delivered to the Commission’s FOIA Office.

Comment

1.

We note your response to prior comment two from our letter dated August 23, 2012.  Please provide us with the following additional information regarding your deferred tax asset valuation analysis at December 31, 2011, March 31, 2012 and June 30, 2012:

·

Tell us how you determined the company was not in a cumulative pretax loss position at December 31, 2011. Tell us your conclusions with respect to March 31, 2012 and June 30, 2012.

·

Tell us the specific positive and negative evidence you considered when determining a valuation allowance was not needed at December 31, 2011, March 31, 2012 and June 30, 2012.  In addition, tell us the weight given to each piece of evidence and explain how you determined each weight is commensurate with the extent to which it can be objectively verified.

·

Provide us with your detailed projections regarding future taxable income.  In regard to any projections and assumptions utilized, provide us with specific evidence to support the assumptions such as the number of years in the projections, estimated growth rates, net interest margins considered, estimated loan loss provision rates as well as revenue and expense growth rates utilized.

Response to Comment

In connection with our evaluation of the necessity of establishing a valuation allowance against our deferred tax asset as of December 31, 2011, March 31, 2012 and June 30, 2012, and most recently, September 30, 2012, the Company considered specific negative and positive evidence in making our evaluation, as outlined below.

1 The designated contact person for this request ("Contact Person") is John J. Spidi, Esq, Spidi & Fisch, PC, 1227 25th Street, N.W., Suite 200 West, Washington, D.C. 20037, telephone (202) 434-4670, Facsimile: (202) 434-4661.   All questions related to this Request should be forwarded to the Contact Person, who also should be provided with timely notice prior to releasing any Confidential Material.

Confidential Treatment Requested by Orrstown Financial Services, Inc.

AI-002

Negative evidence

·

A book net loss, excluding the impact of goodwill impairment charge, of $12,968,000 for the year ended December 31, 2011.

·

A declining balance sheet and a trend of investing in assets yielding lower interest margins that began in the first quarter of 2012 in an attempt by Orrstown Bank (“the Bank”) to preserve its capital so it could continue to exceed well capitalized status and its risk adjusted capital ratios.

·

In March 2012, the Company and the Bank entered into a Written Agreement with the Federal Reserve Bank of Philadelphia and the Bank entered into a Consent Order with the Pennsylvania Department of Banking (collectively, the "Regulatory Orders"). These formal agreements require the Company and the Bank to discontinue a number of practices and to take a number of actions, which may continue to result in elevated noninterest expenses and depressed earnings as we try to work through the issues identified.

·

In the second quarter of 2012, a class action lawsuit was filed against the Company.  Although the insurance carrier indicated that it will cover losses and legal expenses, the deductible amount is $250,000.  In addition to the out-of-pocket costs, it is anticipated that defense of the suit will take additional management time and/or resources.

·

At December 31, 2011, the Company was not in a cumulative pre-tax loss position excluding non-recurring goodwill charge for the previous 36 month period.  However, at March 31, 2012, June 30, 2012 and September 30, 2012, cumulative 36 month pre-tax losses, adjusted for the non-recurring goodwill charge, as illustrated in the table following this bullet point.  In addition, at September 30, 2012, we have updated our forecasted amount of losses through December 31, 2012 in the table below.

36 Months Ended

(in thousands)

12/31/2011

3/31/2012

6/30/2012

9/30/2012

12/31/2012 f

Cumulative 36 month pre-tax income (loss)

 $        (2,353)

 $   (19,502)

 $   (41,180)

 $   (48,611)

[ ***

Plus:  Goodwill impairment *

          19,447

        19,447

        19,447

        19,447

 ***

Cumulative 36 month pre-tax income (loss)

   adjusted for nonrecurring expenses

 $       17,094

 $          (55)

 $   (21,733)

 $   (29,164)

  ***]2

* ASC 740-10-30-22 allows for unusual, infrequent or extraordinary items to be included in the evaluation as

2 The Company is requesting that the information contained in this request No. 1 related to financial projections be treated as confidential and that the Securities and Exchange Commission provide timely notice to the Contact Person prior to its release.

Confidential Treatment Requested by Orrstown Financial Services, Inc.

AI-003

aberration rather than a continuing condition.  Amount represents the pre-tax goodwill charge; with after tax charge being $18,996,000.

f = forecasted amounts

·

Continued uncertain economic conditions, in which there is discussion of the fiscal cliff, home sales remaining below historical levels, despite showing some improvement during 2012, elevated unemployment, and the possibility of another recession.

Positive Evidence

·

A long history of profitable operations; during which the Company had been profitable since its formation in 1987, and the Bank posted profits at least back to 1981 – over thirty years of profitable operations prior to the abnormal credit environment experienced in 2011-2012.

·

In connection with our Regulatory Orders, the Company was required to submit a capital plan to the Pennsylvania Department of Banking and the Federal Reserve Bank of Philadelphia, which included specific benchmark capital ratios to be met at each quarter (the “Capital Plan”).  The Capital Plan was completed and submitted in July 2012.  [***]3

·

Prior to our miss in earnings in 2011, that was the direct result of the deterioration in asset quality, which carried over to 2012 in our initial forecast; the Company had been successful in budgeting earnings in the past.  As noted in Exhibit 6, from 2000 – 2010, the Company’s pre-tax income, excluding securities gains, was generally within + or - 10% of its forecast, with one exception in 2009, and during this time, it’s average actual results were within 0.3% of budget on average.  It should be noted that in 2010, following the 2009 exception noted above, the Company’s actual pre-tax income, excluding securities gains, were within $205 thousand or 1.1% of budget.

·

[***]4

·

Stabilization in our risk management process, including the re-engineering of processes involved in loan origination, credit administration and loan work out.  As a result of improvements made, it is anticipated that we will be able to weather any remaining uncertainty in economic and market conditions, [***]5

3 The Company is requesting that the information contained in this request No. 2 related to financial projections be treated as confidential and that the Securities and Exchange Commission provide timely notice to the Contact Person prior to its release.

4 The Company is requesting that the information contained in this request No. 3 related to loan portfolio rating process be treated as confidential and that the Securities and Exchange Commission provide timely notice to the contact person prior to its release.

5 The Company is requesting that the information contained in this request No. 4 related to financial projections be treated as confidential and that the Securities and Exchange Commission provide timely notice to the Contact Person prior to its release.

Confidential Treatment Requested by Orrstown Financial Services, Inc.

AI-004

The table below shows various key ratios for the period 2008-2010 (normal operating period), 2011 -2012 (abnormal credit environment which is highlighted in yellow) and for the projection period 2013 – 2015 to demonstrate that the assumptions used for our most recent forecast (October 2012) are reasonable in a normal business cycle.

Confidential Treatment Requested by Orrstown Financial Services, Inc.

AI-005

(Dollars in thousands)

As of or for the Year Ending December 31,

2008

2009

2010

2011

2012f

2013f

2014f

2015f

Summary of Operations:

Net income (loss) excluding goodwill

$

13,103

$

13,373

$

16,581

$

(31,964

)

$

[***]

$

[***]

$

[***]

$

[***]

Goodwill impairment charge, net

-

-

-

(18,996

)

Net income (loss) excluding goodwill

impairment charge

13,103

13,373

16,581

(12,968

)

[***]

[***]

[***]

[***]

Net interest income

32,905

36,570

45,735

49,607

[***]

[***]

[***]

[***]

Provision for loan losses

1,450

4,865

8,925

58,575

[***]

[***]

[***]

[***]

Noninterest income, excluding security gains

15,322

15,549

19,340

20,396

[***]

[***]

[***]

[***]

Pct. increase (decrease) in noninterest income

1.5

%

24.4

%

5.5

%

[***]

%

[***]

[***]

%

[***]

%

Noninterest expenses, excluding goodwill impairment

28,165

31,492

36,735

41,032

[***]

[***]

[***]

[***]

Pct.increase (decrease) in noninterest expense

11.8

%

16.6

%

11.7

%

[***]

%

[***]

[***]

%

[***]

%

Balance Sheet:

Total assets

1,051,783

1,196,432

1,511,722

1,444,097

[***]

[***]

[***]

[***]

Pct.increase (decrease) in total assets

13.8

%

26.4

%

-4.5

%

[***]

%

[***]

[***]

%

[***]

%

Gross loans

820,468

881,074

966,986

967,993

[***]

[***]

[***]

[***]

Pct.increase (decrease) in total loans

7.4

%

9.8

%

0.1

%

[***]

%

[***]

[***]

%

[***]

%

Allowance for loan losses

7,140

11,067

16,020

43,715

[***]

[***]

[***]

[***]

Total deposits

757,368

915,170

1,188,377

1,216,902

[***]

[***]

[***]

[***]

Pct.increase (decrease) in total loans

20.8

%

29.9

%

2.4

%

[***]

%

[***]

[***]

%

[***]

%

Performance ratios:

Return on tangible equity

17.02

%

15.73

%

13.19

%

-9.17

%

[***]

%

[***]

[***]

%

[***]

%

Return on tangible assets

1.43

%

1.23

%

1.23

%

-0.86

%

[***]

%

[***]

[***]

%

[***]

%

Net interest margin

3.93

%

3.66

%

3.73

%

3.66

%

[***]

%

[***]

[***]

%

[***]

%

Efficiency ratio

56.70

%

58.90

%

54.90

%

55.20

%

[***]

%

[***]

[***]

%

[***]

%

Asset quality ratios:

Allowance for loan losses to total loans

0.87

%

1.26

%

1.66

%

4.52

%

[***]

%

[***]

[***]

%

[***]

%

Net charge-offs to average loans

0.06

%

0.11

%

0.44

%

3.11

%

[***]

%

[***]

[***]

%

[***]

%

6

6 The Company is requesting that the information contained in this request No. 5 related to financial projections be treated as confidential and that the Securities and Exchange Commission provide timely notice to the Contact Person prior to its release.

Confidential Treatment Requested by Orrstown Financial Services, Inc.

AI-006

The assumptions used in our most recent forecast (October 2012) appear reasonable and slightly below (conservative) the results achieved in a normal operating environment.  The most relevant risks to the projections would be interest rate and credit quality.  From an interest rate standpoint, net interest income is expected to increase, as we are able to reduce our classified assets and reinvest the funds.  Net interest margin increases slowly during the planning horizon.  The provision for loan losses does decline over the planning horizon, as our 2011 and 2012 provisions were dramatically impacted by our historical charge-offs and their related impact on impairment reserves on loans collectively evaluated for impairment.   As we had provided significant charges for impaired loans during the past two years, it results in an increase in the allowance for loan losses to total loans.  As the Company feels it has worked through many of its problem loans, and has re-engineered its loan origination, credit administration and loan workout processes, it anticipates that it will not be providing for losses as heavily in the future.  However, the allowance for loan losses as a percent of total loans will remain (conservative) above those levels prior to the abnormal credit period.

Our conclusions as to the reasons why a valuation allowance was not required at December 31, 2011, March 31, 2012 and June 30, 2012 are further discussed in Comment #2.

Comment

2.

We note the Company considered several of the taxable income sources listed in ASC 740-10-30-18 to determine the deferred tax asset was fully realizable at December 31, 2011, March 31, 2012, and June 30, 2012.  Please provide us with a table that quantifies and sufficiently describes each of these taxable income sources for each of the above referenced periods.  Explain how you determined future realization of each item, included how you concluded sufficient taxable income existed from the carry back or carry forward period available under the tax law.

Response to Comment

As allowed by ASC 730-10-30-18, management considered the following sources of taxable income under the tax law to realize its deferred tax benefit for deductible temporary differences and carry forwards at each quarter end, in most objective to least objecti

October 4, 2012

Via E -mail
Mr. Thomas R, Quinn, Jr.
President and Chief Executive Officer
Orrstown Financial Services, Inc.
77 East King Street, P. O. Box 250
Shippensburg, Pennsylvania  17257

Re: Orrstown Financial Services, Inc.
Form 10 -K for the Fiscal Year Ended December 31 , 2011
Filed March  23, 2012
Form 10 -Q for the Quarter  Ended June 30, 2012
Filed August 9, 2012
File No. 00 1-34292

Dear Mr. Quinn :

We have reviewed your response letter dated September 14, 2012 and have the following
comments.  In some of our  comments, we may ask you to provid e 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 yo u 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 commen ts, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Notes to Consolidated Financial Statements

Note 8. Income Taxes, page 107

1. We note your response to prior comment two  from our letter dated August 23, 2012 .
Please provide us with the following additional information regarding your deferred tax
asset valuation analysis at December 31, 2011, March 31, 2012 and June 30, 2012:

Mr. Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
October 4, 2012
Page 2

  Tell us how you determined the company was not in a cumulative pretax loss position
at December 31, 2011.  Tell us your conclusions with respect to March 31, 2012 and
June 30, 2012.

 Tell us the specific positive and negative evidence you considered when d etermining
a valuation allowance was not needed at December 31, 2011, March 31, 2012 and
June 30, 2012.  In addition, t ell us the weight given to each piece of evidence  and
explain h ow you determined each weight is commensurate with the extent to which it
can be objectively verified.

 Provide us with your detailed projections regarding future taxable income.  In regard
to any projections and assumptions utilized, provide us with specific evidence to
support the assumptions such as the number of years in the  projections, estimated
growth rates, net interest margins considered, estimated loan loss provision rates as
well as revenue and expense growth rates utilized.

2. We note the Company considered several of the taxable income sources listed in ASC
740-10-30-18 to determine the deferred tax asset was fully realizable at December 31,
2011, March 31, 2012 and June 30, 2012.  Please provide us with a table that quantifies
and sufficiently describes each of these taxable income sources for each of the above
referen ced periods.  Explain how you determined future realization of each item,
including how you concluded sufficient taxable income existed within the carry back or
carry forward period available under the tax law.

3. We note the Company projected a two yea r forecast as of December 31, 2011, which it
believes provided sufficient future taxable income to absorb the remaining deferred tax
asset after application of income in carry back years.  Please explain to us whether your
forecast changed for the quarters  ended March 31, 2012 and June 30, 2012 considering
the pretax losses recorded during those quarters.  Tell us whether you believe your
forecast was accurate at December 31, 2011, and if not, tell us how your future forecasts
were adjusted to compensate fo r any inaccuracies.

4. We note as a result of increased credit losses and increased regulatory oversight, the
Company reconsidered its strategic plan resulting in tax planning strategies, previously
considered not to be prudent or feasible, becoming part of the Company’s analysis of
deferred tax assets at March 31, 2012 and June 30, 2012.  Please provide us with a
description of each tax planning strategy used to support your analysis and explain to us
why you did not consider these strategies prudent or feas ible at December 31, 2011, but
did consider them prudent and feasible at March 31, 2012 and June 30, 2012.

Form 10 -Q for the Quarter Ended June 30, 2012

Item 4. Controls and Procedures

(a)Evaluation of disclosure controls and procedures, page 71

Mr. Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
October 4, 2012
Page 3

 5. We note your response to prior comment three from our letter dated August 23, 2012 .
You state that  the Company had determined that “due to the existence of this material
weakness in the Company’s internal controls over financial reporting, the Chief
Executive Officer and Chief Financial Officer concluded that as of December 31, 2011,
the Company’s disclosure controls and procedures were not effective .”  In light of the
fact that the Company had not fully remediated the material weaknesses in internal
control over financial reporting relating to loan ratings and its impact on the allowance
for loan losses as of March 31, 2012 and June 30, 2012, it is unclear to us how the
company was able to conclude that the disclosure control and procedures were effective
at those respective dates.  Please tell us and revise to disclose in specific detail the basis
for the officers’ conclusions that the company’s disclosure controls and procedures were
effective as of these dates.

 Please address questions regarding all comments to Marc Thomas, Staff Accountant, at
(202) 551 -3452 or, if you thereafter need further ass istance, to me at (202) 551 -3474 .

Sincerely,

 /s/ Sharon Blume

Sharon Blume
Assistant Chief  Accountant

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VIA EDGAR

September 14, 2012

Sharon Blume, Assistant Chief Accountant

Marc Thomas, Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:         Orrstown Financial Services, Inc.

File No. 001-34292___________

Dear Ms. Blume and Mr. Thomas:

This letter is in response to your comment letter dated August 23, 2012, regarding the Annual Report on Form 10-K of Orrstown Financial Services, Inc. (the “Company”) filed March 15, 2012, and the Quarterly Report on Form 10-Q filed August 9, 2012, and requested certain explanatory information.  For your convenience, the comments from your letter are repeated below in italics.  The Company’s responses are shown after each comment.

Comment

Form 8-K filed March 12, 2012

1.           We noted the revised earnings release filed for the quarter and year ended December 31, 2011.  Please explain to us, in specific detail, the nature of the subsequent events which resulted in the recording of additional impairments and the increase in the level of nonaccrual loans for the respective periods impacted.

Response to Comment

In the period subsequent to our initial year-end earnings release, which was furnished under cover of Form 8-K, on January 26, 2012, additional information regarding seven lending relationships was learned, which required an evaluation as to whether increases to impairment reserves should be recognized as of December 31, 2011.

Sharon Blume, Assistant Chief Accountant

Marc Thomas, Staff Accountant

September 14, 2012

Page 2

At the Problem Loan Committee meeting of Orrstown Bank (the “Bank”) held on February 29, 2012, relationship managers discussed new developments in our active loan workout solutions designed to lower our classified assets.  In connection with the information learned, Accounting Standards Codification (“ASC”) 855-10-55-1 was considered regarding whether the new events would result in recognized subsequent events.   Specifically, ASC 855-10-55-1 states that the following is an example of a recognized subsequent event:

“..Subsequent events affecting the realization of assets, such as receivables…, should be recognized in the financial statements when those events represent a culmination of conditions that existed over a relatively long period of time. For example, a loss on an uncollectible trade account receivable as a result of a customer’s deteriorating financial condition leading to bankruptcy after the balance sheet date but before the financial statements are issued…will be indicative of conditions existing at the balance sheet date….”

The following summarizes information discussed at the meeting which we determined met the criteria of a recognized subsequent event.

·

Two lending relationships were being marketed for sale by the Company.  Subsequent to the issuance of the initial earnings release but prior to the filing of the Form 10-K, we received proposed purchase prices from an independent organization.  Based on this proposal, it was determined that there was significant decline in the observable market values of these loans, which existed at December 31, 2011, resulting in an additional combined charge of $6 million.

·

Subsequent to the initial earnings release, negotiations commenced with a borrower whereby the Bank agreed to a short sale at a $2.6 million discount to the amount owed in full satisfaction of the borrower’s debt.  With this agreement, and based on the fact that the financial statements were not yet issued, it was determined that the additional reserve should be reflected in the December 31, 2011 financial statements.

·

Subsequent to the initial earnings release, information was received on two relationships, the borrowers of which notified the Bank that they would not have the ability to repay their loans.  Both relationships were then deemed collateral dependent because the sale of collateral was the sole source for repayment.  The impairment reserve of $4.3 million was recorded as of December 31, 2011 and the loans were re-designated as nonaccrual at that date, despite the loans being current as to principal and interest.  It was determined that the borrowers’ inability to pay-off the loans represented a culmination of conditions that existed prior to December 31, 2011, and consistent with the guidance in ASC 855-10-55-1, the reserve was recorded at year end as the loans had become collateral dependent loans and recent market conditions suggested that the liquidation of the collateral would not be sufficient to pay off the loans.  As the realization of the asset was affected, the reserve was established at December 31, 2011.

Sharon Blume, Assistant Chief Accountant

Marc Thomas, Staff Accountant

September 14, 2012

Page 3

·

Additional impairment reserves were established on two additional relationships included as impaired loans at December 31, 2011, as a result of receiving updated appraisals on the properties securing the loans subsequent to the initial earnings release as well as learning other information that impacted our expected realization of the outstanding loan balances.  The additional impairment reserves established on these two relationships totaled $786 thousand.

Comment

Form10-K for the Fiscal Year Ended December 31, 2011

Notes to Consolidated Financial Statements

Note 8. Income Taxes, page 107

2.           We note that you have recorded a net deferred tax asset of $18.2 million at December 31, 2011. Your disclosures and management’s assertion of realizability of the net deferred tax asset is based on the reversal of deferred tax liabilities, tax planning strategies and estimated future taxable income. Forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses, which is considered a significant piece of negative evidence that is difficult to overcome (refer to paragraphs 21 – 23 of ASC 740-10-30). Furthermore the weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified.

In light of the significant losses recognized in the fiscal year ended December 31, 2011, the continued significant losses recognized in each of the quarterly interim periods of fiscal 2012, the regulatory agreements entered into in March of 2012, as well as the uncertainty around the current geographic and economic operating environment, please provide us with specific detailed information to support the realizability of the net deferred tax asset at December 31, 2011 as well for each of the interim reporting periods during fiscal 2012.

Response to Comment

At December 31, 2011, the Company followed the guidance within paragraphs sixteen through twenty-five of  ASC 740-10-30 in order to determine the amount of deferred tax asset that was expected to be realized at a more-likely-than-not likelihood.  Specifically,  the Company considered future reversals of existing taxable temporary differences, future taxable income, taxable income in prior carry back years, and tax-planning strategies while determining the realizability of the recorded deferred tax asset.  Management determined that the Company was not in a cumulative loss position as of December 31, 2011 based on an analysis of taxable income over the previous three years, resulting in taxable income in prior carry back years.  Finally, the Company projected a two year forecast as of December 31, 2011, which provided

Sharon Blume, Assistant Chief Accountant

Marc Thomas, Staff Accountant

September 14, 2012

Page 4

sufficient future taxable income to absorb the remaining deferred tax asset after application of income in carry back years.  Accordingly, the Company determined that the deferred tax asset was fully realizable at December 31, 2011 and no valuation allowance was recorded at that time.

During the quarters ended March 31, 2012 and June 30, 2012, the Company experienced credit losses in excess of the expectations contained within the forecast.  On March 22, 2012, the Company entered into a written agreement with the Federal Reserve Bank of Philadelphia and a consent order with the Commonwealth of Pennsylvania, Department of Banking, Bureau of Commercial Institutions.  As a result of the increased credit losses and the increased regulatory oversight, the Company reconsidered its strategic plan resulting in tax planning strategies, previously considered not to be prudent or feasible, becoming part of the Company’s analysis regarding the measurement of deferred tax assets.    According to ASC 740-10-30-18, “to the extent evidence about one or more sources of taxable income is sufficient to support  a conclusion that a valuation allowance is not necessary, other sources need not be considered.”  As of March 31, 2012 and June 30, 2012, the Company determined that no valuation allowance related to deferred tax assets was necessary as a result of taxable income provided by future reversals of existing taxable temporary differences, taxable income in prior carry back years, and tax-planning strategies.

The Company understands the need to assess the valuation of the deferred tax assets on a quarterly basis.  With this, we will provide enhanced disclosure in subsequent filings.  This enhanced disclosure will provide additional detail regarding positive and negative evidence in determining the extent of any valuation allowance.  In addition, we will discuss the impact of future projections and certain tax strategies and their impact on the valuation of the deferred tax asset.

Comment

Form 10-Q filed for the Quarter Ended March 31, 2012

Item 4. Controls and Procedures

(a)Evaluation of disclosure controls and procedures, page 58

3.           Please tell us how management is able to conclude that the disclosure controls and procedures were effective as of both March 31, 2012 and as of June 30, 2012, in light of the fact that the Company has not fully remediated the material weaknesses in internal control over financial reporting relating to loan ratings and its impact on the allowance for loan losses.

Sharon Blume, Assistant Chief Accountant

Marc Thomas, Staff Accountant

September 14, 2012

Page 5

Response to Comment

As of both March 31, 2012 and June 30, 2012, management, including its certifying officers, had discussions at its Disclosure Committee meetings (the Disclosure Committee is comprised of members of senior management) regarding the material weakness in internal control over financial reporting relating to loan ratings and its impact on the allowance for loan losses.  At the meetings of the Disclosure Committee, steps completed in the Company’s efforts to remediate the material weakness were discussed.  After hearing all relevant points made regarding our progress as to curing the material weakness, the Disclosure Committee, concluded that the material weakness remained at both March 31, 2012 and June 30, 2012.

 The effectiveness of the disclosure controls cited in the Form 10-Qs state (bold added):

“…the Company’s disclosure controls and procedures are effective in alerting them {certifying officers} on a timely basis to material information relating to the Company (including its consolidated subsidiary) required to be included in the Company’s periodic filings under the Exchange Act as it pertains to the consolidated financial statements and internal controls over financial reporting.”

As noted above, management disclosed its belief that disclosure controls were effective in alerting them as to changes in internal controls or financial matters, not that the controls over financial reporting relating to loan ratings and its impact on the allowance for loan losses were effective.

In future Form 10-Q filings, we will more clearly articulate as to whether the material weakness remains or was successfully remediated, rather than through merely updating the progress that has been made in our remediation.

Sharon Blume, Assistant Chief Accountant

Marc Thomas, Staff Accountant

September 14, 2012

Page 6

The Company hereby acknowledges:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope the foregoing has been fully responsive to your comment letter.  Please feel free to contact me at (717) 530-2602 or tquinn@orrstown.com if you need additional information or clarification.  Thank you for your attention to this matter.

Sincerely,

/s/ Thomas R. Quinn, Jr.

Thomas R. Quinn, Jr.

President and Chief Executive Officer

cc:   John J. Spidi, Esq., Spidi & Fisch, PC

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VIA EDGAR

August 28, 2012

Sharon Blume

Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:     Orrstown Financial Services, Inc.

File No. 001-34292

Dear Ms. Blume:

We are in receipt of your comment letter dated August 23, 2012 (the “Comment Letter”), regarding Orrstown Financial Services, Inc.  In accordance with the Comment Letter, we wish to advise you that we intend to respond fully to all the comments in the Comment Letter by September 23, 2012.  At that time, we will provide you with a detailed cover letter that keys our responses to your comments and submit any requested additional supplemental information requested by the Staff.  We will also acknowledge our responsibility for the adequacy and accuracy of our disclosures in reports and other documents filed with the Commission.

Please contact me at (717) 530-2602 or tquinn@orrstown.com if you have any questions.  I look forward to working with you.  Thank you.

Sincerely,

/s/ Thomas R. Quinn, Jr.

Thomas R. Quinn, Jr.

President and Chief Executive Officer

cc:

Marc Thomas, Staff Accountant, SEC

John J. Spidi, Esq., Spidi & Fisch, PC

August 23, 2012

Via E -mail
Mr. Thomas R, Quinn, Jr.
President and Chief Executive Officer
Orrstown Financial Services, Inc.
77 East King Street, P. O. Box 250
Shippensburg, Pennsylvania  17257

Re: Orrstown Financial Services, Inc.
Form 10 -K for the Fiscal Year Ended December 31 , 2011
Filed March  23, 2012
Form 10 -Q for the Period Ended June 30, 2012
Filed August 9, 2012
File No. 00 1-34292

Dear Mr. Quinn :
We have reviewed your filing s 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 s, by
providing the requested information, or by advising us when you will provide the requested
response.   Where we have specifically requested a draft of your proposed disclosures in future
filings, please ensure that it clearly identifies  new, revised or delete d disclosures, as
appropriate.   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 s and the information you provide in
response to these comments, including the draft of your proposed disclosures, we may have
additional comments .
Form 8 -K filed March 12, 2012

1. We noted the revised earnings release filed for the quarter and year ended December 31,
2011.  Please explain to us , in specific detai l, the nature of the subsequent events which
resulted in the recording of additional impairments and the increase in the level of
nonaccrual loans for the respective periods impacted.

Mr. Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
August 23,2012
Page 2

 Form 10 -K for the Fiscal Year Ended December 31, 2011

Notes to Consolidated Financial Statements

Note 8. Income Taxes, page 107

2. We note that you have recorded a net deferred tax asset of $18.2 million at December 31,
2011. Your disclosures and management’s assertion of realiza bility of the net deferred
tax asset is based on the reversal of deferred tax liabilities, tax planning strategies and
estimated future taxable income. Forming a conclusion that a valuation allowance is not
needed is difficult when there is negative eviden ce such as cumulative losses, which is
considered a significant piece of negative evidence that is difficult to overcome (refer to
paragraphs 21 – 23 of ASC 740 -10-30).  Furthermore the weight given to the potential
effect of negative and positive evidence  should be commensurate with the extent to
which it can be objectively verified.

In light of the significant losses recognized in the fiscal year ended December 31, 2011,
the continued significant losses recognized in each of the quarterly interim period s of
fiscal 2012, the regulatory agreements entered into in March of 2012, as well as the
uncertainty around the current geographic and economic operating environment, please
provide us with specific detailed information to support the realizability of the  net
deferred tax asset at December 31, 2011 as well for each of the interim reporting periods
during fiscal 2012.

Form 10 -Q filed for the Quarter Ended March 31, 2012

Item 4. Controls and Procedures

(a)Evaluation of disclosure controls and procedures, page 58

3. Please tell us how management is able to conclude that the disclosure controls a nd
procedures were  effective as of both March 31, 2012 and as of June 30, 2012 , in light of
the fact that the Com pany has not fully remediated the material weaknesses in internal
control over financial reporting relating to loan ratings and its impact on the allowance
for loan losses

We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
August 23,2012
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please address questions regarding all comments to Marc Thomas, Staff Accountant, at (202)
551-3452 or, if you thereafter need further ass istance, to me at (202) 551 -3474 .

Sincerely,

 /s/ Sharon Blume

Sharon Blume
Assistant Chief Accountant

July 14, 2011
 Via email

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
File No.  1-34292

Dear Mr. Quinn:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
  Sincerely,

 /s/ John P. Nolan
 John P. Nolan
        Sr. Asst. Chief Accountant

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Correspondence

 FOIA Confidential Treatment Request

The entity requesting confidential treatment is:

 Orrstown Financial Services, Inc.

 77 E. King Street

Shippensburg, PA 17257

 Attn: Thomas R. Quinn, Jr., President & CEO

 (717) 530-2602

May 19, 2011

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-4561

Attention: Marc Thomas, Staff Accountant

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. Thomas:

 By this letter, Orrstown Financial Services, Inc. (the “Company”) is responding to the comments of
the staff (the “Staff) of the United States Securities and Exchange Commission (the “Commission”) in their supplemental comment letter dated May 4, 2011. The Company’s responses have been titled and numbered to correspond to
the Staff’s supplemental comment letter.

 As set forth below, we are requesting confidential treatment for portions of
this letter as identified by [***] (the “Confidential Portions”), pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 CFR §200.83 (the “Rule”), and in connection with the Freedom of Information
Act (5 USC §552). In accordance with Rule 83, we have separately filed this letter (but not the Confidential Portions) with the Freedom of Information and Privacy Act Office of the Commission. The unredacted Confidential Portions are being
submitted to you separately.

 Form 10-K for the Fiscal Year Ended December 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operation

 Asset Quality, Risk Elements page 45

 Staff Comment:

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

 Confidential Treatment Requested

by Orrstown Financial Services, Inc.

 Request #2

•

 Collateral analysis for each of the four lending relationships supporting the Company’s position that the loans 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.

 Company’s Response:

 The four credits referred to in our response to comment 2 of your letter dated March 25, 2011 include:

1.
A *** unit townhouse/duplex project in ***. The property originally appraised at $*** million on May 23, 2006. A subsequent appraisal lowered the value to $***
million. The outstanding loan balance is $*** million. The *** guarantors show combined net worth of $*** million, which includes liquid assets consisting of cash and marketable securities of $*** million. The loan remains current, the property is
fully occupied and produces sufficient cash flow to cover existing debt service and expenses. Financial information is current.

2.
Multiple projects in *** have created four different loans that aggregate to $***. Collateral values of the *** properties securing the loans are $*** million but they
are currently in the process of being reappraised. The Bank expects lower valuations once the appraisals are completed. Guarantors are the *** of the borrower that show $*** million of net worth and $*** million of liquidity in the form of cash and
marketable securities. In addition, the guarantors have established a deposit account with the Bank and placed one year’s worth of debt service in the account as additional collateral. The loan is current and financial information is current.

3.
A *** unit townhouse project in ***. The originally appraised value of the project was $*** million. The Bank has ordered updated appraisals and expects the value to
decline. The current outstanding loan balance is $*** million. Guarantors are the *** of the borrower that show $*** million of net worth and $*** million of liquidity in the form of cash and marketable securities ***. The *** units are fully
occupied and produce sufficient cash flow to cover existing debt service and expenses. The loan is current and the financial information is current.

4.
Two companies with common ownership combine to equal $*** million in outstanding loans. One company is a *** in a five state region of the Mid Atlantic. The *** has
historically been profitable, but after losses in *** and ***, has returned to profitability in ***. This company is also a guarantor for its sister company’s debt. The sister company is a ***. There is $*** million in appraised value of real
estate collateral in *** properties securing the loans. In addition there are perfected security interests in the operating assets of each of the two companies. The principal of the company, who guarantees the debt, shows net worth of $*** million
with liquid assets of $***, consisting of cash and marketable securities. All loans are current and financial information is current.

 Due to the fact that all four lending relationships are presently current and generally have been current throughout their histories, the cash flow generated from the properties to meet debt service
requirements, and the strength of the guarantors, the Company does not believe the loans are impaired despite the fact that the outstanding balances on the loans may exceed the current appraised values of the collateral.

Form 8-K filed March 22, 2010

Staff Comment:

2.
We note the disclosures included within this Form 8-K. Please provide us with an updated status of the Company’s collection efforts on the loans previously made to
Yorktown Funding from the point in time they filed Bankruptcy through the date of your response. Your response should also address the following:

•

 Whether the loans to Yorktown Funding were ever actually secured by the pledges of the construction loans and the mortgages securing the construction
loans extended by Yorktown;

 Orrstown
Financial Services, Inc. respectfully requests that the information represented by the symbol *** on this page be treated as confidential information and that the Commission provide timely notice to Orrstown Financial Services, Inc., Attn: Thomas R.
Quinn, Jr., President and Chief Executive Officer, 77 East King Street, Shippensburg, PA 17257, (717) 530-2602, before it permits any disclosure of such information.

 2

 Confidential Treatment Requested

by Orrstown Financial Services, Inc.

 Request #2

•

 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 collateral 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 the Company has given any consideration to personal guarantors.

Company’s Response:

 Orrstown Bank
(the “Bank”) was listed as a creditor holding an unsecured nonpriority claim on the Schedules filed by Yorktown Funding, Inc. (“Yorktown”) in its case for relief under Chapter 11 of the United States Bankruptcy Code filed in the
Bankruptcy Court for the Middle District of Pennsylvania on February 9, 2010. The Bank was listed along with all other financial institutions that provided financing to Yorktown as a creditor holding unsecured nonpriority claims. The initial
schedules listing the Bank as a creditor holding an unsecured nonpriority claim were not filed by Yorktown until March 12, 2010. On March 19, 2010, the first meeting of creditors was held pursuant to Section 341 of the Bankruptcy
Code. At the first meeting of creditors, counsel for Yorktown stated all banks were deemed by Yorktown to be creditors holding unsecured nonpriority claims and the legal burden to prove otherwise resided with the creditors. Representatives of
Yorktown stated at the March 19, 2010 first meeting of creditors their intention to pay all creditors in full.

 The Bank was to have been
secured by pledges of the construction loans and the mortgages securing the construction loans extended by Yorktown. The Bank filed its proof of claim as a secured creditor. Although a basis exists to argue that the Bank’s liens were not
properly perfected, Yorktown subsequently agreed to waive all objections to the Bank’s proof of claim.

 The Bank has aggressively pursued
collection efforts since the initial filing by Yorktown. The Bank has worked with Yorktown and several other creditors to develop a plan and financing to allow Yorktown to emerge from bankruptcy. ***.

After several months of additional negotiation, the Bank issued final loan commitments on April 19, 2011, at which time, Yorktown accepted the
commitments. On May 11, 2011, Yorktown filed a Plan of Reorganization with the United States Bankruptcy Court for the Middle District of Pennsylvania. The Plan provides for payment in full of all claims, including the Bank’s claim,
which will be paid in cash on the Effective Date of the Plan. The Effective Date is scheduled to be fifteen (15) days after entry of the Bankruptcy Court Order confirming the Plan. The Bank is cautiously optimistic that the Confirmation Date of
the plan could occur before August 15, 2011.

 The exit financing will be secured by first-lien mortgages on residential manufactured,
modular and site-built homes already owned by Yorktown, as well as a first-lien mortgage on additional real estate collateral provided by the guarantor. The total credit exposure to the Bank under the newly underwritten exit financing is $8,998,000.
In addition to the exit financing, the Bank, as lead bank, and several other financial institutions will provide a credit facility to a newly formed entity, with related principals, to continue operations similar to that of Yorktown. Advances under
the new facility are expected to be approximately $16,000,000 of which the Bank’s share is expected to be $7,800,000. These advances will be secured by a UCC-1 filing, recorded assignments of first-lien mortgages on the residential
manufactured, modular and site-built homes, and the original promissory notes for loans originated by the newly formed entity with proceeds of the new credit facility.

 Orrstown
Financial Services, Inc. respectfully requests that the information represented by the symbol *** on this page be treated as confidential information and that the Commission provide timely notice to Orrstown Financial Services, Inc., Attn: Thomas R.
Quinn, Jr., President and Chief Executive Officer, 77 East King Street, Shippensburg, PA 17257, (717) 530-2602, before it permits any disclosure of such information.

 3

 Confidential Treatment Requested

by Orrstown Financial Services, Inc.

 Request #2

 The guarantors have been cooperative in working with the Bank during the bankruptcy proceedings and the
negotiation of the post petition financing. One of the guarantors has pledged additional real estate appraised at $*** million and will personally lend Yorktown an additional $4 million which will be subordinated to the Bank debt.

Attached to this letter is Exhibit I, which provides the details of the ALLL analysis which was completed by the Bank on a quarterly basis since the Loan
was placed on nonaccrual status. The quarterly breakdowns of the outstanding balances due to the Bank, shown in Exhibit I, were provided by Yorktown. The movement in the outstanding breakdowns were based upon the foreclosure upon or sale by Yorktown
of properties securing loans it originated. If a property was sold, either the net proceeds were reinvested by Yorktown in new loans or were held by Yorktown in the form of cash. As of March 31, 2011, Yorktown had cash balances of $3.2 million.
***.

 The initial analysis as to the reserve allocation of the impaired Yorktown loan as of March 31, 2010 was performed using a discount
of ***% of the outstanding balances advanced by the Bank to Yorktown for loans which were ultimately foreclosed upon by Yorktown and were being held by Yorktown as either rental properties or real estate held for sale. The ***% discount was an
estimate by Bank management of the current discounts of the carrying values of the underlying real estate.

 The subsequent analysis for
June 30, 2010 and September 30, 2010 were performed using a discount of ***% of the outstanding balances advanced by the Bank to Yorktown for loans which were ultimately foreclosed upon by Yorktown and were being held by Yorktown as either
rental properties or real estate for sale. This discount was increased significantly from the previously used ***%, based upon several discussions with the management of Yorktown and its recent experience with values of real estate in the markets
where the properties were located.

 The analyses for December 31, 2010 and March 31, 2011 were performed using a discount of ***% of
the outstanding balances advanced by the Bank to Yorktown for loans which were ultimately foreclosed upon by Yorktown and were being held by Yorktown as either rental properties or real estate held for sale. The ***% discount established by the Bank
reflected current appraisals on the real estate owned by Yorktown. ***.

 Confidential Treatment Requested

In addition, in connection with the submission of this response letter, the Company requests, pursuant to 17 CFR §200.83, that the
Confidential Portions be maintained in confidence, not be made part of any public record and not be disclosed to any person as the Confidential Portions contain confidential, commercially sensitive information. In accordance with 17 CFR
§200.83(d)(1), if any person (including any governmental employee who is not an employee of the Commission) should request access to or an opportunity to inspect the Confidential Portions, we request that we be immediately notified of any such
request, be furnished with a copy of all written materials pertaining to such request (including, but not limited to, the request itself) and be given at least ten business days advance notice of any intended release so that the Company, if it deems
necessary or appropriate, may pursue any remedies available to it.

 Please direct any questions regarding the Company’s
response to the undersigned at (717) 530-2602.

Yours truly,

ORRSTOWN FINANCIAL SERVICES, INC.

/s/ Thomas R. Quinn, Jr.

Thomas R. Quinn, Jr.

President and Chief Executive Officer

cc:

Dean H. Dusinberre, Esquire

Scott Drake, CPA

 Orrstown
Financial Services, Inc. respectfully requests that the information represented by the symbol *** on this page be treated as confidential information and that the Commission provide timely notice to Orrstown Financial Services, Inc., Attn: Thomas R.
Quinn, Jr., President and Chief Executive Officer, 77 East King Street, Shippensburg, PA 17257, (717) 530-2602, before it permits any disclosure of such information.

 4

 Confidential Treatment Requested

by Orrstown Financial Services, Inc.

 Request #2

 Exhibit I.

 3/31/2010

Current
Outstanding

Collateral Discount
Factor

Allocation

 Orrstown Advances Foreclosed Upon and Converted to Owned Real Estate

$
 ***

***

$
 ***

 Orrstown Advances

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

CORRESP
1
filename1.htm

SEC Response Letter

 FOIA Confidential Treatment Request

The entity requesting confidential treatment is:

 Orrstown Financial Services, Inc.

 77 E. King Street

Shippensburg, PA 17257

 Attn: Thomas R. Quinn, Jr., President & CEO

 (717) 530-2602

April 8, 2011

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-4561

Attention: Marc Thomas, Staff Accountant

Re:
Orrstown Financial Services, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2010

 Filed March 11,
2011

 File No. 1-34292

 Dear Mr. Thomas:

 By this letter, Orrstown Financial Services, Inc. (the
“Company”) is responding to the comments of the staff (the “Staff) of the United States Securities and Exchange Commission (the “Commission”) to our Annual Report on Form 10-K for the year ended December 31, 2010 as
filed with the Commission on March 11, 2011. The Company’s responses to the Staff’s letter of comment dated March 25, 2011 have been titled and numbered to correspond to the Staff’s comments.

As set forth below, we are requesting confidential treatment for portions of this letter as identified by [***] (the “Confidential
Portions”), pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 CFR §200.83 (the “Rule”), and in connection with the Freedom of Information Act (5 USC §552). In accordance with Rule 83, we have
separately filed this letter (but not the Confidential Portions) with the Freedom of Information and Privacy Act Office of the Commission. The unredacted Confidential Portions are being submitted to you separately.

Form 10-K for the Fiscal Year Ended December 31, 2010

 Management’s Discussion and Analysis of Financial Condition and Results of Operation

Asset Quality, Risk Elements page 45

Staff Comment:

1.
We note your discussion of the four commercial relationships which encompass the majority of the nonaccrual loan balance at December 31, 2010. Please provide us
with the following as it relates to each of these relationships:

•

 When the loan was originated;

•

 The allowance for loan losses associated with the loan, as applicable;

 1

 When the loan became non-accrual;

•

 The underlying collateral supporting the loan;

•

 The last appraisal obtained from the loan, as applicable;

•

 The amount of any charge-offs recorded to date; and

•

 Any other pertinent information deemed necessary to understand your review of the loan and related accounting for the loan as of December 31, 2010
and through the date of your response.

 Company’s Response:

A separate attachment outlining the information requested above has been provided in response to your letter of comment. In drafting our
disclosure for inclusion in the Management’s Discussion & Analysis (MD&A), management balanced the need for transparent disclosure to its shareholders and other users of the financial information with our desire not to over
disclose pertinent facts and information that the borrowers, or their attorneys, may read. In the event a borrower could decipher our discussion and determine that they were the relationship mentioned, they may have attempted to use such information
to their benefit in loan workout negotiations. The information set forth in the attachment is subject to the Rule 83 confidential treatment request set forth elsewhere in this letter.

 Staff Comment:

2.
As it relates to your consideration of guarantors in the determination of the allowance for loan losses on loans which have personal guarantees, please address the
following:

•

 Tell us how the company evaluates the strength of the guarantor, including the specific type of information reviewed, how current and objective the
information reviewed is, and how often the review is performed;

•

 Tell us how often you have pursued and successfully collected from a guarantor during the past two years. As part of your response, please discuss the
decision making process you go through in deciding whether to pursue the guarantor and whether there are circumstances you would not seek to enforce the guarantee; and

•

 Quantify the dollar amount of commercial loans in which your carrying value is in excess of the appraised value but not considered impaired due to the
existence of guarantees.

 Company’s Response:

On certain credit relationships, consideration is given to the financial strength of a guarantor in determining specific reserve
allocations on loans individually evaluated for impairment. In those situations in which a personal guarantee is considered in the impairment analysis, the following factors are considered specifically related to the guarantor:

Financial strength of the guarantor – the guarantor’s most recent financial statements are obtained and the excess cash
flows are analyzed to determine if there are sufficient amounts to keep the loan current and/or pay the loan off. Additional factors considered would the type of liquid investments the guarantor holds and their liquidity. In addition, the
guarantor’s net worth and contingent liabilities, including their guarantees of other credit relationships, would also be analyzed and considered.

 Guarantor’s willingness to meet the debt service requirements – The willingness of the guarantor to meet a loan’s debt service requirements is also considered in determining if any
reliance can be placed on the guarantee for any deficiencies in cash flows or collateral values. Personal interactions with the guarantor, past experience with the guarantor, and credit scores and ratings are evaluated and considered.

 2

 An evaluation of the guarantor’s ability to continue to enhance the credit is done
quarterly to coincide with financial reporting. A review of the guarantor’s financial statements is performed periodically, but not less frequently than annually, in connection with the evaluation.

Despite having guarantees on numerous loans that have been in loan workout or have been foreclosed upon, management typically does not
rely on guarantees unless the guarantor is financially strong and has demonstrated a willingness to meet the obligations of the borrower. Often times, the financial perils of a guarantor mirror that of the borrower, and they declare bankruptcy in
order to avoid the Company’s pursuit of their guarantee. In the past twenty four months, the Company has been successful in enforcing the guarantee either in total, or a partial pay-down of the loan in three separate instances. In one case, the
guarantors paid the deficient balance in total, and in two other cases, the guarantors reduced the charge-off to the Bank by $275,000 and $112,000.

 Generally speaking, the Company attempts to enforce the guarantee despite the fact it has not placed reliance on it in the determination of an impairment reserve. In cases of bankruptcy, the Company will
file a judgment against the guarantor. In limited situations, the Company will not pursue a guarantee course of action when it feels the publicity may have a negative impact on its image or public perception.

As of December 31, 2010, the Company had four (4) relationships in which the borrower’s income, or the collateral securing
the loan is not sufficient to cover the loan balance, for which the Bank is relying upon the guarantors, due to their financial strength and willingness to meet the contractual terms of the loan agreement, in determining not to consider the loans
impaired. These four relationships total $11,490,000 at December 31, 2010.

 Credit Risk Management – Allowance for Loan Losses,
page 47

 Staff Comment:

3.
We noted your disclosure on page 49, that the Company modified its criteria for identifying impaired loans, as performing substandard loans were no longer considered
impaired. We also note that you consider “Substandard loans, by definition, to have a well –defined weakness, or weaknesses that jeopardize the liquidation of the debt and these loans are characterized by the distinct possibility that the
Bank will sustain some loss if the deficiencies are not corrected. Please tell us and revise your disclosures in future filings, as it relates to the definition of ‘substandard loans’ to indicate that this category includes loans that are
performing. Further, you should address the reasons for the including these types of loans within this specific category, and not some other category, within your internal risk rating system and why the change was made in 2010. Additionally, you
should quantify the amount of loans included within the ‘substandard’ category that are performing. We reference the requirement of ASC 310-10-50-28 as it relates to an entity’s credit quality indicators.

Company’s Response:

In our future filings, beginning with the Quarterly Report for the quarter ended March 31, 2011, the Credit Risk Management –
Allowance For Loan Losses section of our Management’s Discussion and Analysis will include revised disclosure to indicate that the “Substandard” loan category includes loans that management has determined not to be impaired, as well
as loans that are impaired. Such disclosure would appear substantially as follows and include the indicated table:

 Credit
Risk Management

 Allowance for Loan Losses

 *  *  *

 In order to monitor ongoing risk associated with its
loan portfolio and specific credits within the segments, management uses an eight point internal grading system. The first four rating categories, representing the lowest risk to the Bank, are combined and given a “Pass” rating. The
“Special Mention” category includes

 3

loans that have potential weaknesses that may, if not monitored or corrected, weaken the asset or inadequately protect the Bank’s position at some future date. These assets pose elevated
risk, but their weakness does not yet justify a more severe, or criticized rating. Management generally follows regulatory definitions in assigning criticized ratings to loans, including substandard, doubtful or loss. “Substandard” loans
are classified as they have a well-defined weakness, or weaknesses that jeopardize liquidation of the debt. These loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
“Substandard” loans include loans that management has determined not to be impaired, as well as loans considered to be impaired. A “doubtful” loan has a high probability of total or substantial loss, but because of specific
pending events that may strengthen the asset, its classification of loss is deferred. “Loss” assets are considered uncollectible, as the underlying borrowers are often in bankruptcy, have suspended debt repayments, or ceased business
operations. Once a loan is classified as “Loss”, there is little prospect of collecting the loan’s principal or interest and it is generally written off.

 *  *  *

(Dollars in thousands)

Pass

Special
Mention

Non-
Impaired
Substandard

Impaired
Substandard

Doubtful

Total

 Commercial real estate:

 Owner-occupied

$
162,968

$
2,035

$
6,311

$
—

$
686

$
172,000

 Non-owner occupied

120,633

4,274

15,495

2,970

—

143,372

 Multi-family

20,030

676

3,853

—

90

24,649

 Acquisition and development:

 1-4 family residential construction

24,199

2,297

2,801

—

—

29,297

 Commercial and land development

79,391

2,487

6,134

93

—

88,105

 Commercial and industrial

221,111

17,062

14,992

9,770

1,008

263,943

 Residential mortgage:

 First lien

117,607

—

1,843

119,450

 Home equity - term

39,279

—

1,539

—

—

40,818

 Home equity - lines of credit

71,364

—

183

—

—

71,547

 Installment and other loans

11,062

—

50

—

—

11,112

$
867,644

$
28,831

$
53,201

$
12,833

$
1,784

$
964,293

 Classified loans may also be evaluated for impairment. A loan is considered impaired when, based on current
information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining
impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as
impaired. Generally, loans that are more than 90 days past due are assigned a “Substandard” rating. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of
the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
Impairment is measured on a loan-by-loan basis for commercial, construction and restructured loans by either the present value of the expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market
price, or the fair value of the collateral if the loan is collateral dependent.

 In 2010, the Company began to distinguish
Substandard loans on both an impaired and non-impaired basis, as it placed less emphasis on a loan’s classification, and increased reliance on whether the loan was performing in accordance with the contractual terms. “Substandard”
classification does not automatically meet the

 4

definition of “impaired”. A substandard credit is one that is inadequately protected by current sound worth, paying capacity of the obligor or the collateral pledged, if any. Extensions
of credit so classified have well-defined weaknesses which may jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected. Loss potential,
while existing in the aggregate amount of substandard credits, does not have to exist in individual extensions of credit classified substandard. As a result, the Company revised its methodology in its evaluation of certain accruing commercial real
estate, acquisition and development and commercial and industrial loans rated “substandard” collectively for impairment as opposed to evaluating these loans individually for impairment. Although we believe these loans have well defined
weaknesses and meet the definition of “substandard”, they are generally performing and management has concluded that it is likely it will be able to collect the scheduled payments of principal and interest when due according to the
contractual terms of the loan agreement. Approximately $53,201,000 of loans that were in previous years evaluated individually for impairment were collectively evaluated for impairment at December 31, 2010, resulting in an additional allowance
for loan losses allocation of $3,710,000.

 *  *  *

Staff Comment:

4.
Please address and revise your future filings to disclose the following information related to your troubled debt restructurings:

•

 TDRs or renegotiated loans quantified by loan type classified separately as accrual/nonaccrual;

•

 Policy regarding how many payments the borrower needs to make on restructured loans before returning loans to accrual status;

•

 Quantification of the types of concessions made (e.g. rate reductions, payment extensions, forgiveness of principal, forbearance or other actions) and
discussion of your success with the different type of concessions.

 Company’s Response:

The following will be incorporated into future filings in the Loan Significant Accounting Policy, consistent with the requirements of the
recently issued Accounting Standards Update (ASU) No. 2011-2, “A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.” This disclosure will initially be incorporated into the Quarterly Report on
Form 10-Q for the quarter ended March 31, 2011.

 Loa

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

 DIVISION OF
  CORPORATION FINANCE

March 25, 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
File No.  1-34292
 Dear Mr. Quinn:

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us w ith 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 ma y 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 discussion of the four commercial rela tionships which encompass
the majority of the nonaccrual loan  balance at December 31, 2010.  Please
provide us with the following as it rela tes to each of these relationships:

Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
March 25, 2011   Page 2
• when the loan was originated;
• the allowance for loan losses associat ed with the loan, as applicable;
• when the loan became non-accrual;
• the underlying collateral supporting the loan;
• the last appraisal obtained for the loan, as applicable;
• the amount of any charge-offs recorded to date; and
• any other pertinent information deemed necessary to understand your
review of the loan and related accounting for the loan as of December 31,
2010 and through the date of your response.

2. As it relates to your consid eration of guarantors in the determination of the
allowance for loan losses on loans which have personal guarantees, please address
the following:
• Tell us how the company evaluates the strength of the guarantor, including
the specific type of information re viewed, how current and objective the
information reviewed is, and how often the review is performed;
• Tell us how often you have pursued and successfully collected from a
guarantor during the past two years.  As part of your response, please
discuss the decision making process y ou go through in deciding whether
to pursue the guarantor and whethe r there are circumstances you would
not seek to enforce the guarantee; and
• Quantify the dollar amount of comme rcial loans in which your carrying
value is in excess of the appraised value but not consid ered impaired due
to the existence of guarantees.
 Credit Risk Management – Allowance for Loan Losses, page 47

3. We note your disclosure on page 49, that the Company modified its criteria for
identifying impaired loans, as performing substandard loans were no longer considered impaired. We also note th at you consider “Substandard loans, by
definition, to have a well-defined weakne ss, or weaknesses that jeopardize the
liquidation of the debt and these loans are characterized by the distinct possibility
that the Bank will sustain some loss if the deficiencies are not corrected.”  Please
tell us and revise your disclosures in future filings, as it relates to the definition of “substandard loans” to indicate that th is category includes loans that are
performing. Further, you should address th e reasons for including these types of
loans within this specific category, a nd not some other category, within your
internal risk rating syst em and why the change was made in 2010. Additionally,
you should quantify the amount of loan s included within the “substandard”
category that are performing. We refere nce the requirements of ASC  310-10-50-
28 as it relates to an entity’s  credit quality indicators.

Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
March 25, 2011   Page 3
4. Please address and revise your future filings  to disclose the following information
related to your trouble d debt restructurings:

• TDRs or renegotiated loans quantified by loan type classified separately as
accrual/non-accrual;
• Policy regarding how many payments  the borrower n eeds to make on
restructured loans before retu rning loans to accrual status;
• Quantification of the types of concessions made (e.g. rate reductions, payment extensions, forgiveness of pr incipal, forbearance or other actions)
and discussion of your success with the different types of concessions.

5. We note the disclosure on page 51, that as of December 31, 2010, the Company changed how it determined its general lo an loss allowance from a rolling twelve
quarter equally weighted method to a rolli ng eight quarter with a 2/3 weight given
to the most recent four quarters. Please tell us and revise your future filings to more clearly describe the changes made  and the reasons why the change was
made,  quantify the effects of those changes on the provision for loan losses.  Also,
please tell us and revise to  address the following:

• The historical loss data you used as a starting point for estimating current
losses;
• How you specifically incorporated  economic factors affecting loan quality
into your allowance estimate;
• The level of specificity you used to  group loans for purposes of estimating
losses;
• Your non-accrual and charge-off policies;
• Your application of loss f actors to graded loans; and
• Any other estimation methods and assumptions you used.
   Notes to Consolidated Financial Statements

Note 4. Loans Receivable and Allowance for Loan Losses, page 82

6. Please tell us and revise your disclosures in future filings to address the following
as it relates to both the portfolio segments  and classes of financing receivables:

• A description of the risk characteri stics of each portfolio segment in
accordance with ASC 310-10-50-11B(a)(2);
• The policy for placing financing receivables on nonaccrual status in
accordance with ASC 310-10-50-6(a);
• The policy for recording payments received on nonaccrual accrual receivables in accordance with ASC 310-10-50-6(b);

Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
March 25, 2011   Page 4
• The policy for resuming accrual of in terest in accordance with ASC 310-
10-50-6(c);
• The policy for determining past due or delinquency status in accordance
with ASC 310-10-50-6(e); and
• The policy for determining which loans the entity assesses for impairment
in accordance with ASC 310-10-50-15(d).

7. We note that the effective date s ection of the summary of ASU 2010-20
encourages, but does not require, comparativ e disclosure for earlier periods.  We
note you did not provide comp arative information for many of your credit quality
disclosures. To the extent the informati on required for comparat ive disclosure is
reasonably available, please consider providing comparative footnote disclosure
in all future filings considering the si gnificant benefit this information provides
investors and the objective of the ASU.

Note 20. Fair Value Disclosures

 Impaired Loans, page 102

8. Please address and disclose the following as  it relates to your appraisal policies:
• When the Company does not have a ne w appraisal on file, describe in
more detail the  procedures performed in determining whether the assumptions reflected in these original  appraisals are reflective of current
market conditions, particularly for thos e appraisals that are more than a
year old.
• Describe the procedures performed at each balance sheet date to determine
the fair value of collateral-dependent impaired loans and OREO.  Tell us how you define collateral dependent loan s.  In determining the fair value
address whether you make adjustments to original appraisals  to take into
consideration current market conditio ns.  If so, describe the types of
adjustments made.  Alternativel y, if you perform an internal  valuation  to
estimate fair value, please describe the valuation approaches used, the
significant assumptions used in each model, and if multiple valuation approaches are used, the relative weighting of each model. Clarify whether you make any adjustments to current appraisals and if so, describe the types of adjustments made and the reasons for such adjustments.

• When you receive new appraisals, describe  the type of appraisals received,
such as “retail valu e” or “as is value”;

• Address how partially charged-off loans measured for impairment based on the collateral value are classifi ed and accounted for subsequent to
receiving an updated appraisal.  For example, disclose whether the loans

Thomas R. Quinn, Jr.
Orrstown Financial Services, Inc.
March 25, 2011   Page 5
are returned to performing status  or whether they remain as
nonperforming;
• Address the typical timing surrounding  the recognition of a loan as
nonaccrual and recording of a ny provision or charge-off;

• Address the procedures performed be tween receipt of updated appraisals
to ensure impairment of loans measured for impairment based on collateral value are measured appropriately; and
• Address how you determine the amount to charge-off.

* * * *

 We urge all persons who are responsibl e for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require. Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any act ion with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.   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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4720
June 18, 2009
 By U.S. Mail and facsimile (717) 532-4143

Bradley S. Everly Senior Vice President and Chief Financial Officer Orrstown Financial Services, Inc. 77 East King Street Shippensburg, Pennsylvania 17257

Re: Orrstown Financial Services, Inc.
        Form 10-K for December 31, 2008  Definitive Proxy Statement filed March 26, 2009         File Number 001-34292

Dear Mr. Everly:
  We have completed our review of your  Annual Report on Form 10-K and related
filings and have no further comments at this time.
Sincerely,   Eric Envall Staff Attorney

CORRESP
1
filename1.htm

SEC Correspondence

 May 29, 2009

 United States

 Securities and Exchange Commission

 Attention Mr. Todd Schiffman, Assistant Director

 100 F Street, NE

 Mail Stop 4561

 Washington, DC 20549

RE:

 Orrstown Financial Services, Inc.

 Form 10-K for
December 31, 2008

 Definitive Proxy Statement filed March 26, 2009

 File
Number 001-34292

 Dear Mr. Schiffman:

 In response to your inquiry letter dated May 21, 2009 (attached at Exhibit 1) I offer the following responses to your comments, numbered as they are in the attached letter:

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Cover page and Item 5, page 10

1.
In future filings we will provide the number of outstanding shares as of a date closer to the filing date.

2.
In future filings we will provide aggregate market value as of the end of the second quarter.

 Signatures, page 65

3.
In future filings our CEO and CFO will sign on behalf of the registrant.

 Definitive Proxy Statement on Schedule 14A

 Audit Committee, page 9

4.
We consider Mr. Ward our “audit committee financial expert” as defined by Item 407(d) (5) of Regulation S-K.

 We would reword the last paragraph from page 9 of our proxy statement to read as follows:

 In addition, the Board of Directors has determined that Mr. Ward is an audit committee financial expert as defined by applicable SEC Rules, and has
the requisite financial sophistication required by the Audit Committee Charter as a

result of his experience as Chief Clerk of Cumberland County, Pennsylvania, from which he is retired, and as President of Modern Transit Partnership. In
these positions Mr. Ward has had ultimate responsibility for overseeing and assessing the performance of the County and the Partnership in the preparation of their respective financial statements which, together with his eight year tenure as a
member of the Audit Committee, has provided him with an understanding of and familiarity with generally accepted accounting principles and internal controls over financial reporting, an understanding of audit committee functions; the ability to
assess the application of generally accepted accounting principles in connection with accounting for estimates, accruals and reserves; and experience analyzing and evaluating financial statements that present a breadth and level of complexity of
accounting issues as are presented by the Company’s financial statements.

 Outstanding Equity Awards at Fiscal Year End Table, page 22

5.
All options granted under our plans are immediately exercisable so we would add the word “exercisable” to the header in future filings, as shown below:

 2008 Outstanding Equity Awards at Fiscal Year-End Table

 Name

Number of Securities Underlying
Unexercised Options - All Exercisable

Option Exercise
Price

Option Expiration
Date

 We understand that the company is responsible for the adequacy and accuracy of disclosures in our filings.

 Please direct any questions to Brad Everly at (717) 530-2604 or via email at beverly@orrstown.com.

 Sincerely,

 /s/ Bradley S. Everly

 Bradley S. Everly

 Senior Vice President and

 Chief Financial Officer

 cc:

Thomas R. Quinn, Jr.

President & CEO

Orrstown Financial Services, Inc,

Mail Stop 4561
                                  May 21, 2009
By U.S. Mail and facsimile (717)532-4143

Thomas R. Quinn, Jr. President and Chief Executive Officer Orrstown Financial Services, Inc. 77 East King Street Shippensburg, Pennsylvania 17257
Re: Orrstown Financial Services, Inc.
        Form 10-K for December 31, 2008
 Definitive Proxy Statement filed March 26, 2009         File Number 001-34292`

Dear Mr. Quinn:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thi nk your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your intent to include the requested revision in future filings and provide a draft of your proposed disclosure.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may have additional comments.              The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Cover page and Item 5, page 10
 1. The cover page of the Form 10-K and Item 201(b) of Regulation S-K require the Company indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  In future filings, please provide this information as of a date closer to the date of the Company’s Form 10-K.

Orrstown Financial Services, Inc.
May 21, 2009
Page 2   2. The cover page requires that you state the aggregate market value of the voting and non-voting equity held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter, not at the fiscal year end.  In future filings, please provide the figure as of the proper date.
Signatures, page 65

 3. In future filings, please be sure that the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer  sign your Form 10-K on behalf of the
registrant, not as authorized signatories of the Company.  Please refer to General Instruction D.2(a) of Form 10-K.

Definitive Proxy Statement on Schedule 14A

Audit Committee, page 9
 4. Please tell us and disclose whether you have an “audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K serving on your audit committee.
 Outstanding Equity Awards at Fiscal Year End Table, page 22

 5. Please tell us and clarify in future filings whether the number of securities underlying your unexercised options are “exerciseable” or “unexerciseable.”  Refer to Item 402(f)(2)(i-ii) of Regulation S-K.

   *  *  *  *  *

 Please respond to this comment within 10 business days or tell us when you will provide
us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revision in future filings, provide a draft of your proposed
disclosure and provide any requested information.  We may have additional comments after reviewing your response.    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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Orrstown Financial Services, Inc.
May 21, 2009 Page 3

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.   Please direct any questions on accounting matters to Marc Thomas at 202-551-3452, or to Hugh West, Accounting Branch Chief, at 202-551-3872.  Please direct any other questions to Eric Envall at 202-551-3234, or to me at 202-551-3491.
 Sincerely,
    Todd Schiffman,  Assistant Director