SecProbe.io

CORRESP
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 Peoples
Financial Services Corp.

 102 E. Drinker Street

 Dunmore, PA 18512

 July 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Todd Schiffman

 Re:

 Peoples Financial Services Corp.

 Registration Statement on Form S-4

 File No. 333-288783

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Peoples Financial Services Corp. (the "Company") hereby respectfully requests that the effective
date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Eastern Time, on August 1, 2025, or as soon as practicable thereafter.

 We respectfully request that the Company be notified
of such effectiveness by a telephone call or email to the Company's counsel, Donald R. Readlinger of Troutman Pepper Locke LLP,
who can be reached at (609) 951-4164 or donald.readlinger@troutman.com and that such effectiveness also be confirmed to the Company in
writing. If you have any questions regarding this request, please contact Donald R. Readlinger.

 Respectfully,

 Peoples Financial Services Corp.

 By:
 /s/ James M. Bone, Jr., CPA

 Name: James M. Bone, Jr., CPA

 Title: Chief Financial Officer

 cc:

 Donald R. Readlinger, Troutman Pepper Locke LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Mary Griffin Cummings
Executive Vice President and General Counsel
PEOPLES FINANCIAL SERVICES CORP.
102 E. Drinker Street
Dunmore, PA 18512

 Re: PEOPLES FINANCIAL SERVICES CORP.
 Form S-4 filed July 18, 2025
 File No. 333-288783
Dear Mary Griffin Cummings:

 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 Todd Schiffman at 202-551-3491 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
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 May 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Peoples Financial Services Corp.
Registration Statement on Form S-3
Filed April 21, 2025
File No. 333-286656

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), Peoples Financial Services Corp., a Pennsylvania corporation
(the "Company"), hereby requests acceleration of the effective time of the above-referenced Registration Statement on Form
S-3 to 4:00 p.m., Eastern Time, on May 7, 2025 or as soon thereafter as practicable.

 Once the Registration Statement is effective, please
orally confirm the event with our counsel, Troutman Pepper Locke LLP by calling Donald R. Readlinger at (609) 951-4164. Thank you for
your assistance with this matter.

 Sincerely,

 PEOPLES FINANCIAL SERVICES CORP.

 By:
 /s/ James M. Bone, Jr., CPA

 James M. Bone, Jr., CPA

 Executive Vice President and Chief Financial Officer

 cc: Donald R. Readlinger, Troutman Pepper Locke LLP
Gerard A. Champi, Peoples Financial Services Corp.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 30, 2025

Gerard A. Champi
Chief Executive Officer
Peoples Financial Services Corp.
102 East Drinker Street
Dunmore, PA 18512

 Re: Peoples Financial Services Corp.
 Registration Statement on Form S-3
 Filed April 21, 2025
 File No. 333-286656
Dear Gerard A. Champi:

 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 Madeleine Joy Mateo at 202-551-3465 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Donald R. Readlinger, Esq.
</TEXT>
</DOCUMENT>

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Peoples Financial Services Corp.

150 N. Washington Ave.

Scranton, PA 18503

January 22, 2024

via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    RE:
    Peoples Financial Services Corp.

    Registration Statement on Form S-4 (Registration
    No. 333-275722)

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations of the United States Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Peoples
Financial Services Corp., a Pennsylvania corporation hereby requests that the above referenced Registration Statement on Form S-4
be declared effective at 4 p.m., Eastern Time, on January 24, 2024, or as soon thereafter as is practicable.

Please contact Donald Readlinger of Troutman Pepper
Hamilton Sanders LLP at (609) 951-4164 with any questions you may have. In addition, please notify Mr. Readlinger when this request
for acceleration has been granted.

    Very truly yours,

    Peoples Financial Services Corp.

    By:
    /s/ Craig W. Best

    Name:
    Craig W. Best

    Title:
    Chief Executive Officer

cc:	Donald
R. Readlinger, Esq.

United States securities and exchange commission logo
December 4, 2023
Craig W. Best
Chief Executive Officer
Peoples Financial Services Corp.
150 North Washington Avenue
Scranton, PA 18503
Re:Peoples Financial Services Corp.
Registration Statement on Form S-4
Filed November 22, 2023
File No. 333-275722
Dear Craig W. Best:
            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:       Donald R. Readlinger, Esq.

CORRESP
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CORRESP

 October 9, 2013

U.S. Securities and Exchange Commission

 Washington, D.C. 20549

Re:
Request for Acceleration

 Peoples Financial Services Corp.

Registration Statement on Form S-4 (Registration No. 333-190587)

To Whom It May Concern:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, on behalf of Peoples Financial Services Corp. (the “Company”), I hereby request acceleration of effectiveness of the Company’s registration statement on Form S-4 (Registration
No. 333-190587) to 2:00 PM on Thursday, October 10, 2013 or at the earliest practicable time after that time and date.

 The
Company hereby acknowledges that:

•

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 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.

 If you have any questions, please contact Erik Gerhard at 717-731-8302 or gerhard@bybelrutledge.com.

Yours truly,

/s/ Scott A. Seasock

Scott A. Seasock

Chief Financial Officer

CORRESP
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Correspondence

 October 7, 2013

Kathryn McHale

 Senior Staff Attorney

United State Securities and Exchange Commission

 Washington, DC
20549

RE:
Peoples Financial Services Corp.

 Amendment No. 1 to Registration Statement on
Form S-4

 Filed September 20, 2013

File No. 333-190587

 Dear
Ms. McHale:

 On behalf of Peoples Financial Services Corp. (“Peoples”), we hereby submit the following responses to your
comment letter dated as of October 4, 2013 relating to Peoples’ Amendment No. 1 to Registration Statement on Form S-4 as filed on September 20, 2013 (File No. 333-190587). On October 7, 2013, Amendment No. 2 to
Form S-4 (the “Amendment”) was filed.

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

 Amendment No. 1 to Form S-4

The Merger

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

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

The fifth paragraph on page 47, will be revised in its entirety as follows:

The foregoing projections are provided for the sole purpose of describing certain projections that were exchanged between the parties.
Actual results for Peoples, Penseco or the combined company could vary significantly from the projections.

 Kathryn McHale

October 7, 2013

  Page
 2

 Peoples will include the revised fifth paragraph as set forth above on page 47 in a future
Rule 424 filing.

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

Item 11. Executive Compensation

 Definitive Proxy
Statement on Schedule 14A

 Non-Equity Incentive Awards, page 30

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

 Penseco
proposes to include disclosure in the form of the following illustration, which is based on the 2012 fiscal year, to the Compensation Discussion and Analysis contained in its Annual Report on Form 10-K for the year ending December 31, 2013, and
in subsequent future filings as required.

 Non-Equity Incentive Awards

Subject to the final approval of Penseco’s full board of directors, the compensation and benefits committee of the board of directors
evaluated 2012 company and individual performance relative to goals, determined achievement relative to goals, and authorized payment of non-equity incentive awards. Fifty percent each named executive officer’s 2012 non-equity incentive target
award was based on attainment of corporate performance goals relating to core earnings, core revenue, core efficiency ratio, loan growth, deposit growth, asset growth and asset quality, while the remaining fifty percent of the target award for each
named executive officer was based on attainment of certain individual goals specific to the business objectives related to the areas managed by such named executive officer. The Chief Executive Officer recommends the corporate and individual goals
for each named executive officer. The Chief Executive Officer’s non-equity incentive award was targeted at 35% of his base salary, the Executive Vice President, Chief Lending Officer and Corporate Lending Division Head’s non-equity
incentive award was targeted at 30% of his base salary while all other named executive officers’ non-equity incentive awards were each targeted at 20% of their respective base salaries. The committee determined the payout to the Chief Executive
Officer. The committee, based on recommendations of the Chief Executive Officer, determined the payouts to the other named executive officers.

 Kathryn McHale

October 7, 2013

  Page
 3

 The same corporate performance measures and goals were used to determine the corporate
performance component of the 2012 non-equity incentive awards for each of Penseco’s named executive officers. Within the corporate performance component, each specific measure was assigned a relative weight. Those measures, goals and relative
weights, as well as the actual results for the 2012 fiscal year, are as follows:

 Corporate performance component—Fifty percent of target
award

Corporate Performance Measure

2012 Goal

2012 Actual

Weight %

 Core earnings per share

$
3.12

$
3.23

20
%

 Core revenue

$
43,411,000

$
49,032,000

20
%

 Core efficiency ratio

64.36
%

67.06
%

10
%

 Loans, net

$
651,070,000

$
616,580,000

10
%

 Total deposits

$
737,287,000

$
721,948,000

10
%

 Total assets

$
935,456,000

$
918,042,000

20
%

 Asset quality

 Net charge-offs / average loans

.34
%

.13
%

5
%

 Non-performing loans / total loans

.50
%

.37
%

5
%

 Penseco refers to “core” earnings, “core” revenue and other “core” measures
to indicate that appropriate adjustments will be made to those measures in the event of any extraordinary transaction or other event. No “core” adjustments were made to 2012 actual results.

Similar to the corporate performance component, each individual performance measure was assigned a relative weight within the individual
performance component of the 2012 non-equity incentive awards for each of Penseco’s named executive officers. The individual performance measures, goals and relative weights for each of the named executive officers, as well as the actual
results for the 2012 fiscal year, are as follows:

 Individual performance component – Fifty percent of target award

Craig W. Best, President and Chief Executive Officer

Individual Performance Measure

2012 Goal

2012 Actual

Weight %

 Core earnings per share

$
3.12

$
3.23

20
%

 Core revenue

$
43,411,000

$
49,032,000

20
%

 Core efficiency ratio

64.36
%

67.06
%

10
%

 Loans, net

$
651,070,000

$
616,580,000

10
%

 Total deposits

$
737,287,000

$
721,948,000

10
%

 Total assets

$
935,456,000

$
918,042,000

20
%

 Asset quality

 Net charge-offs / average loans

.34
%

.13
%

5
%

 Non-performing loans / total loans

.50
%

.37
%

5
%

 For 2012, Mr. Best’s individual performance measures matched the corporate performance measures.

 Kathryn McHale

October 7, 2013

  Page
 4

 Patrick M. Scanlon, SVP, Finance Div. Head, Controller and Treasurer

Individual Performance Measure

2012 Goal

2012 Actual

Weight %

 Net interest income

$
31,930,000

$
32,229,000

40
%

 Non-interest expenses / average assets

2.77
%

3.15
%

20
%

 Total assets

$
1,000,000,000

$
918,042,000

20
%

 In addition to the objective individual performance measures identified above, twenty percent (20%) of
Mr. Scanlon’s individual performance component was determined by his subjective performance relating to the opening of two new bank branches.

Thomas P. Tulaney, EVP, CLO and Corporate Lending Division Head

Individual Performance Measure

2012 Goal

2012 Actual

Weight %

 Loans, net

$
707,280,000

$
616,580,000

30
%

 Fees on loans

$
1,100,000

$
1,281,000

10
%

 Total deposits

$
778,140,000

$
721,948,000

20
%

 Total assets

$
1,000,000,000

$
918,042,000

20
%

 Non-interest expense / average assets

2.77
%

3.15
%

10
%

 Asset quality

 Net charge-offs / average loans

.34
%

.13
%

5
%

 Non-performing loans / total loans

.50
%

.37
%

5
%

 Greg D. Misterman, EVP Chief Credit Officer and Credit Division Head

Individual Performance Measure

2012 Goal

2012 Actual

Weight %

 Non-performing loans / total loans

.40
%

.37
%

20
%

 Net charge-offs / average loans

.25
%

.13
%

20
%

 Loans, net

$
707,000,000

$
616,580,000

10
%

 Fees on loans

$
1,100,000

$
1,281,000

10
%

 Non-interest expense / average assets

2.77
%

3.15
%

20
%

 In addition to the objective individual performance measures identified above, twenty percent (20%) of
Mr. Misterman’s individual performance component was determined by his subjective performance relating to the results of the bank’s safety and soundness examination.

 Kathryn McHale

October 7, 2013

  Page
 5

 Lynn M. Peters Thiel, EVP, Retail Banking Division Head

Individual Performance Measure

2012 Goal

2012 Actual

Weight %

 Total deposits

$
778,140,000

$
721,948,000

20
%

 Service charges on deposit accounts

$
3,108,000

$
1,918,000

20
%

 Wealth management revenue

$
340,000

$
263,800

20
%

 New merchant accounts

175

147

10
%

 Demand deposit accounts

26,710

25,733

10
%

 In addition to the objective individual performance measures identified above, twenty percent (20%) of
Ms. Thiel’s individual performance component was determined by her subjective performance relating to the bank’s customer service initiative and the results of the bank’s examinations relating to compliance, bank secrecy and
community reinvestment and office audits.

 All payments for 2012 non-equity incentive awards were approved and paid in April 2013.
Additional details regarding the threshold, target and maximum payouts are set forth in the “2012 Grants of Plan-Based Awards” table on page 33, and actual payouts are included in the “Summary
Compensation Table” on page 32.

 If you have any additional comments, please contact either Nicholas Bybel, Jr. or the
undersigned.

 Sincerely,

/s/ Erik Gerhard

Bybel Rutledge LLP

By: Erik Gerhard

cc:
Alan W. Dakey

 Scott A. Seasock

Donald R. Readlinger, Esq.

October 4, 2013

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

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

Dear Mr. Dakey :

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you  do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in respon se to these  comments, we may have  additional comments.

Amendment No. 1 to  Form S -4

The Merger

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

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

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

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

Item 11. Executive Compensation

Definitive Proxy Statement on Schedule 14A

Non-Equity Incentive Awards, page 30

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain tha t the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

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

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

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

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

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

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Senior Staff Attorney

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

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Corresp

 September 20, 2013

Kathryn McHale

 Senior Staff Attorney

United State Securities and Exchange Commission

 Washington, DC
20549

RE:
Peoples Financial Services Corp.

 Registration Statement on Form S-4

Filed August 13, 2013

File No. 333-190587

 Dear
Ms. McHale:

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

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

 General

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

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

Cover Page

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

 Kathryn McHale

September 20, 2013

  Page
 2

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

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

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

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

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

Questions and Answers about the Merger

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

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

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

 Kathryn McHale

September 20, 2013

  Page
 3

 Prospectus Summary

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

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

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

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

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

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

 Risk Factors

 Risks Relating to the Merger, page 25

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

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

The Merger, page 40

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

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

10.
Please revise this section to:

•

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

•

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

•

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

 Kathryn McHale

September 20, 2013

  Page
 4

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

•

the seventh paragraph on page 42 of the Amendment;

•

the ninth paragraph on page 44 of the Amendment; and

•

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

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

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

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

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

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

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

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

 Kathryn McHale

September 20, 2013

  Page
 5

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

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

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

 Boenning’s Compensation..., page 56

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

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

 Kathryn McHale

September 20, 2013

  Page
 6

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

 Valuation of Penseco, page 66

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

•

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

•

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

•

a fee contingent on the completion of a transaction.

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

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

 Rights of Dissenting Shareholders, page 90

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

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

Executive Compensation

 Compensation Discussion and
Analysis, page 107

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

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

 Kathryn McHale

September 20, 2013

  Page
 7

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

 Annual Cash Incentives, page 108

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

September 9, 2013

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

Re: Peoples Financial Services Corp.
Registration Statement on Form S -4
Filed August 13, 2013
  File No. 333-190587

Dear Mr. Dakey :

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

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstanc es 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, we may have  additional comments.

Regist ration Statement on Form S -4 filed on August 13, 2013

General

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

Cover Page

2. Your disclos ure states that “[i]n the merger, Penseco shareholders will receive 1.3636
shares of Peoples common stock for each share of Penseco common stock they own at
the effective time of the merger, subject to adjustment in accordance with the merger
agreement.”  Please revise the cover page to describe such potential adjustments in
greater detail or add a cross reference to the disclosure in the section headed “Terms of

Alan W. Dakey
Peoples Financial Services Corp.
September 9, 2013
Page 2

 the Merger” on page 68.  Also revise Question 8 on page 4 and the penultimate paragraph
on page  9 to clarify that the merger consideration is subject to adjustment.

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

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

Questions and Answers about the Merger

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

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

Prospectus Su mmary

Peoples and Penseco directors and managem ent may have interests…, page 11

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

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

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

Risk Factors

Risks Relating to the Merger, page 25

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

The Merger, page 40

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

Alan W. Dakey
Peoples Financial Services Corp.
September 9, 2013
Page 3

 10. Please revise this section to:
 quantify the proposed exchange ratio discussed at the meeting held on April 5, 2013;
 disclose in greater detail the potential risks of the transaction discussed at the Penseco
board meeting held on May 28, 2013; and
 disclose in greater detail the strategic alternatives discussed at the Peoples board
meeting held on May 31, 2013.

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

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

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

Boenning’s Compensation..., page 56

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

Valuation of Penseco, page 66

15. In the first paragraph on page 68, you disclose that Penseco agre ed to pay Griffin:
 a non-refundable  retainer fee payable upon execution of the engagement letter;
 a fee payable upon the delivery of Griffin’s fairness opinion; and
 a fee contingent on the completion of a transaction.

Please revise your disclosure to qua ntify each of such fees.  If a substantial portion of the
aggregate fees paid to Griffin was conditioned upon the completion of the transaction,

Alan W. Dakey
Peoples Financial Services Corp.
September 9, 2013
Page 4

 please revise your disclosure to explain how the Penseco board assessed the significance
and reliability of Griffin’s fairness opinion in light of such condition.

Rights of Dissenting Shareholders, page 90

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

Executive Compensation

Compensation Discussion and Analysis, page 107

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

Annual Cash Incentives, page 108

18. You disclose that the annual cash incentives reward your executive officers  for the
achievement of “Economic Profit Targets and Individual Strategic Targets.”   Please
revise to disclose the specific objectives used to determine compensation, even if no
compensation is granted.   To the extent you believe that disclosure of this in formation is
not required because it would result in competitive harm such that the information could
be excluded under Instruction 4 to Item 402(b) of Regulation S -K, please provide a
detailed supplemental analysis supporting your conclusion.   In particul ar, your
competitive harm analysis should clearly explain the nexus between disclosure of the
performance objectives and the competitive harm that is likely to result from disclosure.
Refer to Item 402(b)(2)(v) of Regulation S -K and Regulation S -K Complia nce &
Disclosure Interpretation 118.04.

Benchmarking, page 110

19. Please revise your disclosure to identify the members of any peer group used to
determine compensation levels. See Item 402(b)(2)(xiv) of Regulation S -K.

Related Party Transactions, page 11 7

20. In the last sentence of this section, please revise to remove the qualification “in the
opinion of Peoples Neighborhood Bank’s Management;” it is inappropriate.  Refer to
Instruction 4 to 404(a) of Regulation S -K.

Alan W. Dakey
Peoples Financial Services Corp.
September 9, 2013
Page 5

 Management’s Discussion and Analysis  of Financial Condition, page 118

21. Please revise your MD&A disclosure to include a discussion of your operating
environment, as you have done on pages 20 to 22 in Peoples’ Form 10 -K for the fiscal
year ended December 31, 2011.  Also include quantification of economic indicators in
your revised disclosure, to the extent feasible.

Annex C – Fairness Opinion of Griffin

22. The last paragraph on page 2 states that Griffin’s opinion is provided to Penseco’s board
of directors and “may not be relied upon by any oth er person for any other reason.”  This
limitation appears to limit reliance by investors on the opinion.  We view the limitation as
inappropriate since the opinion is being provided to shareholders in a public disclosure
document under the federal securiti es laws.  Please either delete the limitation or disclose
the basis for the advisor’s belief that shareholders cannot rely on the opinion to support
any claims against it arising under applicable state law.  Describe any applicable
authority or disclose th at the availability of this defense will be resolved by a court of
competent jurisdiction.  Also disclose that the resolution will have no effect on the rights
and responsibilities of the board of directors under applicable state law and disclose that
the availability of the defense would have no effect on the rights and responsibilities of
either the advisor or the board under federal securities laws.

Exhibits

General

23. Please file as exhibits:
 the Incentive Compensation Plan adopted by Peoples’ directors ;
 the consents of each director nominee named in the section headed “Board Positions
and Compensation” on page 81 who has not signed the registration statement.  Refer
to Rule 438 of the Securities Act of 1933; and
 all contracts or forms thereof entered in to pursuant to the Merger, including any
employment agreements.

24. We note that you have filed forms of legal and tax opinions as exhibits 5.1, 8.1 and 8.2,
respectively.  Please file signed and dated opinions as soon as possible.

Exhibit 8.2

25. Please revise the second paragraph to limit counsel’s reliance on statements, covenants,
representations and warranties  to factual matters.

26. Please revise the penultimate paragraph on page 2 to state that the discussion referenced
in the opinion numbere d (ii) constitutes counsel’s opinion.  Also revise your disclosure to

Alan W. Dakey
Peoples Financial Services Corp.
September 9, 2013
Page 6

 state that the discussion in the tax consequences section of the prospectus is counsel’s
opinion.

27. Please refer to the first two sentences in the last paragraph of the tax opinion.  You may
not include language implying that investors in the offering are not entitled to rely on the
opinions expressed.  Please remove the language in this paragraph that limits the use of
the opinions solely for the benefit of Penseco.

Exhibits 23.5 and 23. 6

28. We note that the consents of Boenning & Scattergood, Inc.  and Griffin Financial Group,
LLC , filed respectively as Exhibits 23.5 and 23.6, do not comply with Rule 436(a) of the
Securities Act of 1933, as the consents do not expressly state that Boenning , in the case
of Exhibit 23.5, and Griffin , in the case of Exhibit 23.6, consents to the quotation or
summarization of its opinion in the registration statement.  Please refile the consents with
the proper representation.

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

Item 11. Executive Compensation

Definitive Proxy Statement on Schedule 14A

Non-Equity Incentive Awards, page 30

29. You disclose that the non -equity incentive awards are designed to reward your executive
officers for the achievement of certain corporate performance (relating to core earnings,
core revenue, core efficiency rating, loan growth, deposit growth and asset growth)  and
individual performance goals.  Please revise future filings to discl ose the specific
objectives used to determine compensation, even if no compensation is granted.  To the
extent you believe that disclosure of this information is not required because it would
result in competitive harm such that the information could be ex cluded under Instruction
4 to Item 402(b) of Regulation S -K, please provide a detailed supplemental analysis
supporting your conclusion.  In particular, your competitive harm analysis should clearly
explain the nexus between disclosure of the performance o bjectives and the competitive
harm that is likely to result from disclosure. Refer to Item 402(b)(2)(v) of Regulation S -K
and Regulation S -K Compliance & Disclosure Interpretation 118.04.

Executive Compensation, page 32

30. Please revise future filings to d isclose the information required by Item 402(g) of
Regulation S -K.

Alan W. Dakey
Peoples Financial Services Corp.
September 9, 2013
Page 7

Signatures

31. We note that Patrick Scanlon has signed for the registrant but has not signed in his
capacity as Principal Financial Officer on behalf of the registrant.  Please file all futu re
reports in accordance with General Instruction D of Form 10 -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 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effectiv e, 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.

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 statem ent 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 spec ified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Alan W. Dakey
Peoples Financial Services Corp.
September 9, 2013
Page 8

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

Sincerely,

 /s/Mark Webb for

Kathryn McHale
Senior Staff Attorney

cc: V

[corrected date]
September 24, 2010

Alan W. Dakey
President and Chief Executive Officer Peoples Financial Services Corp. 82 Franklin Avenue Hallstead, Pennsylvania 18822
Re: Peoples Financial Services Corp.
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 15, 2010
 File No. 0-23863
Dear Mr. Dakey:

We have reviewed your filing 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 a pply 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.
Management’s Discussion and Analysis, page 22

1. In future filings, please consider including an executive summary of the company’s financial condition and results of operations to provide context for the remainder of your discussion.  We refer you to Exchange Act Release 34-48960.
 Directors, Executive Officers and Corporate Governance, page 93

Election of Directors, page 10 of Definitive Proxy Statement on Schedule 14A

2. In future filings, please revise the descriptions of each director’s or nominee’s business experience to discuss his or her “experience, qualifications, attributes or skills that led to

Alan W. Dakey
Peoples Financial Services Corp September 24, 2010 Page 2

the conclusion that the person should serve as a director for the registrant…in light of the
registrant’s business and structure.”  Re fer to Item 401(e) of Regulation S-K.
 Compensation Discussion and Analysis, page 11 of Definitive Proxy Statement on Schedule 14A

 3. On page 12 you state that you compensated your Named Executive Officers with a combination of base salary, bonus, and equity compensation.  However, the summary compensation table on page 16 does not reflect the granting of any bonus, stock awards or option awards.  Please tell us how you reconcile these two disclosures and how you arrived at the actual decisions regarding the compensation for your NEOs for the fiscal year, including the actual targets or goals for achievement by the NEOs and the extent to which those goals were met.  Provide this disclosure in future filings, so that an investor can understand the level of difficulty required to reach various compensation levels and can appreciate the relationship between expected  performance and actual performance.  If
you believe that disclosure of these goals is not required because disclosure would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please pr ovide a detailed explanation supporting your
conclusion.  Furthermore, to the extent that you believe that the competitive harm caused by disclosure of any particular performance targ et would be different than another, please
discuss those targets separately in your analysis.  We refer you also to the discussion of “Benchmarks” in the “Staff Observations” in the Compliance and Disclosure Interpretations relating to the review of executive compensation disclosure available on our website at www.sec.gov
.
 4. On page 14 you state that the Compensation Committee evaluates recommendations made by the CEO regarding executive compensation.  Please tell us, and revise your disclosure in future filings to state, whether the CEO makes recommendations regarding his own compensation.
 5. In future filings, please revise the discussion under the subheading “Material Difference in Compensation” to clarify that it refers to compensation for both executive and non-executive officers.  Refer to Item 402(s) of Regulation S-K.

Certain Relationships and Related Transactions, page 93

6. We note the disclosure on page 18 of the definitive proxy statement on Schedule 14A that  loans to insiders were made on substantially the same terms as those prevailing at the time for comparable transactions with other persons.  Please confirm, and revise future filings to disclose, if accurate, that the loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans

with persons not related to  the lender.  Refer to Instruction 4(c) to Item 404(a) of
Regulation S-K.

Alan W. Dakey
Peoples Financial Services Corp September 24, 2010 Page 3

 Signatures, page 95

 7. In future filings, please identify the principal executive officer and principal financial officer. Refer to section D(2)(a) of the General Instruction to Form 10-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 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 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 respect to the filing;
‚ the company may not asset 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 contact Lindsay Bryan, Staff A ccountant, at (202) 551-3417 or John Nolan,
Senior Assistant Chief Accountant, at (202)  551-3492 if you have questions regarding any
matters relating to the financial statements and related matters.  Please contact Gregory Dundas, Attorney-Advisor, at (202) 551-3436 or me at (202) 551-3418 with any other questions.          S i n c e r e l y ,           /s/ William Friar          William Friar         Senior Financial Analyst

November 5, 2010

Alan W. Dakey
President and Chief Executive Officer Peoples Financial Services Corp. 82 Franklin Avenue Hallstead, Pennsylvania 18822
Re: Peoples Financial Services Corp.
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 15, 2010
 File No. 0-23863
Dear Mr. Dakey:

We have completed our review of your Form 10-K for the fiscal year ended December
31, 2009, and we have no further comments.          S i n c e r e l y ,             Gregory Dundas         A t t o r n e y - A d v i s o r

CORRESP
1
filename1.htm

    formcorresp.htm

PEOPLES FINANCIAL SERVICES CORP.

82 FRANKLIN AVE.

HALLSTEAD, PA  18822

VIA EDGAR

Gregory Dundas                                                                                                September 29, 2010

United State Security & Exchange Commission

450 Fifth Street N.W.

Washington, DC   20549

RE: Peoples Financial Services Corp

Dear Mr. Dundas,

We have received your review of our filings and are providing the following information as per your request:

Item 1.

Management’s Discussion and Analysis

In future filings, we will include an executive summary of our company’s financial condition to provide context for the remainder of the discussion.

Item 2.

 Directors, Executive Officers, and Corporate Governance

In future filings, we will include descriptions of each director’s business experience and their qualifications and skills that led to their nomination to the board of directors of Peoples Financial Services Corp.

Item 3.

 Compensation Discussion and Analysis

Issue defined: On page 12 (EXHIBIT C) you state that you compensated your Named Executive Officers with a combination of base salary, bonus, and equity compensation. However, the summary compensation table on page 16  (EXHIBIT D) does not reflect the granting of any bonus, stock awards or option awards. Please tell us how you reconcile these two disclosures.

Explanation: We have added additional labels to the Summary Compensation to identify the three compensation methods stated above and recognize the need for more concise and consistent labeling in future filings. The only bonus payment made for the Named Executive Officers were granted under the “non-equity compensation plan”. The only equity compensation granted was the contribution made to the Named Executive Officer’s Employee Stock Ownership Plans. Please see the summary compensation table as labeled below for enhanced labeling of this explanation. (EXHIBIT D)

Issue defined: Please tell us how you arrived at the actual decisions regarding the compensation for your NEOs for the fiscal year, including the actual targets or goals for achievement by the NEOs (EXHIBIT A) and the extent to which those goals were met (EXHIBIT B).

Explanation: Below in Exhibit B, the targets and actual achievements are displayed for the only NEO who participated in the “non-equity compensation plan”.

1

Issue defined: Provide this disclosure in future filings, so that an investor can understand the level of difficulty required to reach various compensation levels and can appreciate the relationship between expected performance and actual performance.

Comment: In future filings, we will provide more concise and consistent labeling in the compensation charts and disclosures to provide a clearer explanation of our compensation programs and practices.

EXHIBIT A

Proxy Page 12

 ANNUAL CASH INCENTIVES

The Compensation Committee sets corporate goals for the Named Executive Officers to achieve in order to qualify for a cash bonus.  Maximum cash bonus awards to the Named Executive Officers for 2009 are as follows:  President/CEO – 25% of base salary; CRO/COO – 20% of base salary; and CCO – 15% of base salary. Measurements and weighting for 2009 were as follows:  Economic Profit Target based on achieving budgeted goals were:  Net Income weighted at 50% of maximum bonus, Total Average Assets at 5%, Return on Average Assets at 5%, Return on Average Equity at 5%, Efficiency Ratio at 5%. The non-economic component for the cash bonus, which made up the last 30%, was based on strategic goals. Strategic plans outlined for each officer were payable based on the execution of the related department’s strategic goals.

Board also sets separate goals to align executives’ interests with the financial performance of either the Company or their individual area of responsibility.

The Compensation Committee recommends and the Board approves the payment of bonus plan awards.  The awards are paid in the first quarter following the fiscal year for which an award is earned.  The awards are paid in cash.  Mr. Lochen and Ms. Dissinger declined bonus payments in 2009.

As described in the disclosure above, Mr. Lochen and Ms. Dissinger declined bonus payment in March 2009 for year-end 2009.  Mr. Ferretti did not decline a bonus payment and his compensation was calculated as described below showing targets versus actual accomplishments:

EXHIBIT B

JOE FERRETTI:

Base:

$
106,000.00

% Eligible:

X 15
%

$
15,900.00

Total Bonus

$
2,955.00

Calculation of Bonus:

Weighting Goals

Standards

Goal

Actual

Bonus Lmt

Bonus Paid

50%

Net Income

6.4

5.2

7950

0

5%

Total Average Assets

479

470

795

0

5%

ROAA

1.3

1.1

795

0

5%

ROAE

13.95

12.74

798

0

5%

Efficiency Ratio

60

56.16

795

795

30%

Strategic Plan

************

************

4770

************

Loan Growth

333

*****1200

1200

CML Office Goals

5

4 if 5

*****1200

960

Past Dues

1.25%

*****1200

0

Charge Offs

0.0050%

*****1170

0

$2,955.00

The public disclosure on Annual Cash Incentives outlines in specifics all but the strategic plan component. We have provided the specifics of that component above.

EXHIBIT  C

Proxy PAGE 12  -  During the year ended December 31, 2009, we compensated our Named Executive Officers with a combination of base salary, bonus, equity compensation-through our Employee Stock Ownership Plan (“ESOP”)

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 EXHIBIT  D

From Proxy

 Page 16   Compensation Table

NAME

AND PRINCIPLE POSITION

YEAR

  Base Salary

SALARY ($)

BONUS($)

STOCK AWARDS ($)

OPTION AWARDS ($)

NON-EQUITY INCENTIVE PLAN COMPENSA-TION (CASH BONUS) ($) (1)

CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)

ALL OTHER COMPEN-SATION ($)

TOTAL ($)

Alan W. Dakey

2009

14,846

0

0

0

0

0

1,500

(2)

16,346

President/CEO

Richard S. Lochen, Jr.

2009

140,000

0

0

0

0

0

30,090

(3)

170,090

Chief Adm. Officer

2008

130,000

0

0

0

0

0

29,287

(3)

159,287

Former President/CEO

2007

110,000

0

0

0

16,500

0

32,261

(3)

158,761

Debra E. Dissinger

2009

117,000

0

0

0

0

9,558

9,360

(4)

135,918

Executive VP

2008

110,000

0

0

0

0

9,103

9,228

(4)

128,331

COO/PFO

2007

104,500

0

0

0

17,800

8,033

9,000

(4)

139,333

Chief Risk Officer

Joseph M. Ferretti

2009

106,000

0

0

0

2,955

0

8,869

(5)

117,824

Senior VP

2008

100,000

0

0

0

4,875

0

7,976

(5)

112,851

Chief Credit Officer

2007

94,654

0

0

0

10,305

0

7,572

(5)

112,531

(1)

In January 2008, the Board approved the compensation plan which represents the at-risk portion of executive pay.

(2)

Includes director’s fees of $500 and an automobile allowance of $1,000 for 2009.

(3)

Includes director’s fees of $6,000, $6,000 and $11,900; ESOP contributions of $7,600 (Equity/ESOP), $6,509 and $5,500; 401(k) plan contributions of $4,200, $4,522 and 2,031; and spousal travel expense of $290, $256 and $830 in 2009, 2008, and 2007, respectively.  Also includes automobile allowances of $12,000 per year.

(4)

Includes ESOP contributions of $5,850, $5,273 and $5,225; and 401(k) plan contributions of $3,510 (Equity/ESOP), $3,955 and 3,135 in 2009, 2008 and 2007, respectively.  Also includes spousal travel expenses of $640 in 2007.

(5)

Includes ESOP contributions of $5,543, $4,558 and $4,732; and 401(k) plan contributions of $3,326 (Equity/ESOP), $3,418 and 2,840 in 2009, 2008 and 2007, respectively.

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Item 4.

 Evaluation of the CEO’s compensation

The compensation committee excuses the CEO from the meeting when his own evaluation and recommendation is being considered. All future filings will clearly state that the CEO does not participate nor make recommendations regarding his own compensation.

THE ROLE OF THE COMPENSATION COMMITTEE  -  Page 14

The Compensation Committee evaluates management’s executive compensation recommendations made by the CEO.  The Committee and the CEO use information provided by an independent survey purchased from L. R. Webber Associates, Inc.  The Compensation Committee is comprised solely of Directors who are not current or former employees of the Company and each is independent as defined by the NASDAQ director independence standards.  The Compensation Committee is responsible for recommending compensation policies to the Board for approval, as well as developing and implementing the compensation programs for the Named Executive Officers and other key members.  Key items pertaining to executive compensation such as base salary increases, cash performance plan awards and stock option grants are submitted to the Board for approval following the review and recommendation of the Compensation Committee.  In the case of the CEO, only the independent Directors of the Board approve the Compensation Committee’s recommendation.

Item 5.

 Material Differences in Compensation

In future filings, we will revise our discussion under this subheading to clarify that it refers to compensation for both executive and non-executive officers.

MATERIAL DIFFERENCE IN COMPENSATION

The Compensation Committee makes its recommendations on compensation policies and practices after thoughtful deliberation of the effects such practices may have on employees as they relate to risk management and risk-taking incentives and if such policies and practices could create risks that are "reasonably likely to have a material adverse effect" on the Company. The risk-reward structure of the Company is based primarily on Company goals rather than individual goals for the purpose of aligning individual rewards with the interest of the shareholders and encouraging teamwork.

Item 6.

 Certain Relationship and Related Transactions

We can confirm that all loans to insiders were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender.

We will revise this statement to the above wording in future filings.

4

Item 7.

 Signatures

In future filings we will identify the principal executive officer and the principal financial officer on the signature page.

Acknowledgement

As management, we are in possession of all the facts relating to our company’s disclosures and acknowledge the following:

—

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;

—

the company may not asset 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 we have addressed all your concerns, but please call if any responses need further clarification. Debbie Dissinger, our Executive Vice President, can be reached at 570-879-2175 x216.

By:

/s/ Alan W. Dakey

President/CEO

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