U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 [_] Check box if no longer subject of Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ________________________________________________________________________________ 1. Name and Address of Reporting Person* Valencik, Hubert A -------------------------------------------------------------------------------- (Last) (First) (Middle) 1431 Allegheny Street -------------------------------------------------------------------------------- (Street) Jersey Shore PA 17740 -------------------------------------------------------------------------------- (City) (State) (Zip) ________________________________________________________________________________ 2. Issuer Name and Ticker or Trading Symbol Penns Woods Bancorp, Inc. "PWOD" ________________________________________________________________________________ 3. IRS Identification Number of Reporting Person, if an Entity (Voluntary) ###-##-#### ________________________________________________________________________________ 4. Statement for Month/Year 11/22/2002 ________________________________________________________________________________ 5. If Amendment, Date of Original (Month/Year) ================================================================================ 6. Relationship of Reporting Person to Issuer (Check all applicable) [ ] Director [_] 10% Owner [x] Officer (give title below) [_] Other (specify below) Senior Vice President ________________________________________________________________________________ 7. Individual or Joint/Group Filing (Check applicable line) [X] Form filed by one Reporting Person [_] Form filed by more than one Reporting Person ________________________________________________________________________________ ================================================================================ Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned ================================================================================

* If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v). Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Print or Type Responses) (Over) (Form 4-07/99) FORM 4 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================

Explanation of Responses: See Exhibit A attached hereto as to footnotes (1)-(9) /s/ Kimberly R. Yale Attorney in fact November 22, 2002 --------------------------------------------- ----------------------- **Signature of Reporting Person Date ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Exhibit A Know all by these presents, that the undersigned hereby constitutes and appoints each of Sonya E. Scott, Kimberly R. Yale or Aaron J. Cummingham of Penn Woods Bancorp, Inc., signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf on the undersigned, in the undersigned's capacity as an officer and/or director of Penn Woods Bancorp, Inc.(the "Company"), Forms 3,4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder: (2) do and perform any and all acts for and on the behalf of the undersigned which may be necessary or desirable to complete and execute and amendment or amendments thereto, and timely file such form(s) with the United States Securities and Exchange Commission and any exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf on the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact's sole discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or power to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undesigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 ("Section 16"), and neither such attorney-in-fact, nor the Company, shall bear any liability for acting or failing to act in respect of the undersigned's obligations under Section 16. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned is a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 8th day of October 2002. By: /s/ Hubert A. Valencik ---------------------------------- Hubert A. Valencik

PENNS WOODS BANCORP INC 4