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EXHIBIT 3 (a)

                            ARTICLES OF INCORPORATION


                        PENNROCK FINANCIAL SERVICES CORP.


                              Adopted March 5, 1986
                             Amended April 30, 1996


        In compliance with the requirements of Section 204 of the Business
Corporation Law, Act of May 5, 1933 (P.L. 364, 15 P.S. Section 1204), as
amended, the Articles of Incorporation of PennRock Financial Services Corp.
shall read as follows:

ARTICLE 1

        1.      The name of the corporation is PennRock Financial Services Corp.

ARTICLE 2

        2.      The location and post office address of the initial registered
office of the corporation in this Commonwealth is:

                                1060 Main Street
                                P.O. Box 580
                                Blue Ball, Pennsylvania  17506

ARTICLE 3

        3. The corporation is incorporated under the Business Corporation Law of
the Commonwealth of Pennsylvania for the purpose of engaging in and doing any
lawful act concerning any and all lawful business for which a corporation may be
incorporated under the Business Corporation Law of the Commonwealth of
Pennsylvania.

ARTICLE 4

        4.      The term for which the corporation is to exist is perpetual.

ARTICLE  5

        5.      The aggregate number of shares which the corporation shall have
authority to issue is 20,000,000 shares of Common Stock of Two and 50/100
Dollars ($2.50) par value per share. [As amended, April 30, 1996]

ARTICLE  6

        6.      The name and post office address of each incorporator and the
number and class of shares subscribed for by such incorporator is as follows:

<TABLE>
<CAPTION>
                                                        Number and
              Name                Address             Class of Shares
         ---------------   ----------------------    -----------------
<S>                         <C>                       <C>
         Glenn H. Weaver    1060 Main Street          One (1) share of
                            P.O. Box 580              $2.50 par value
                            Blue Ball,                common stock
</TABLE>

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                            Pennsylvania  17506

ARTICLE 7

        7.      The first director of the corporation shall be Glenn H. Weaver,
1060 Main Street, P.O. Box 580, Blue Ball, Pennsylvania 17506.

ARTICLE 8

        8.      The shareholders of the corporation shall not have the right to
cumulate their votes for the election of directors.

ARTICLE 9

        9.      (a)     Except as provided in Section (b) of this Article, the
affirmative vote of the holders of eighty-five percent (85%) of the outstanding
shares entitled to vote shall be required in order to authorize the following
corporate actions:

                        (1)     Any merger or consolidation of the corporation
or any Subsidiary with or into an Interested Shareholder; or

                        (2)     Any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (whether in one transaction or in a series of
transactions) to, with or for the benefit of any Interested Shareholder, of any
assets of the corporation or of any Subsidiary having an aggregate fair market
value equal to or greater than 5 percent (5%) of consolidated stockholders
equity as reported in the most recent year-end financial statements of the
corporation; or

                        (3)     Any issuance, sale or transfer by the
corporation or by any Subsidiary, whether in one transaction or in a series of
transactions, of any securities of the corporation or of any Subsidiary to any
Interested shareholder in exchange for cash, securities or other consideration
having an aggregate fair market value equal to or greater than 5 percent (5%) of
consolidated stockholders equity as reported in the most recent year-end
financial statements of the corporation; or

                        (4)     Any purchase or other acquisition by the
corporation or by any Subsidiary, whether in one transaction or in a series of
transactions, of any securities of the corporation from an Interested
Shareholder in exchange for cash, securities or other consideration having an
aggregate fair market value equal to or greater than 5 percent (5%) of
consolidated stockholders equity as reported in the most recent year-end
financial statements of the corporation; or

                        (5)     The adoption of any plan or proposal for the
liquidation or dissolution of the corporation proposed by or on behalf of an
Interested Shareholder; or

                        (6)     Any reclassification of stock (including any
reverse stock split) or recapitalization of the corporation, or any merger or
consolidation of the corporation with or into any Subsidiary or any other
transaction (whether or not with or into or otherwise involving an Interested
Shareholder) which has the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of stock of the
corporation or of any Subsidiary which is directly or indirectly owned by any
Interested Shareholder; or

                        (7)     any transaction or series of transactions which
is similar in purpose, form or effect to any of the foregoing.

                (b)     The affirmative vote of the holders of a majority of the
outstanding shares entitled to vote shall be required in order to authorize any
corporate action described in Section 9(a)

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of this Article, if such corporate action shall have been approved by a majority
of the Continuing Directors.

                (c)     For purposes of this Article, the following terms shall
have the meanings set forth below:

                        (1)     "Person" shall mean any individual, firm,
corporation or other entity.

                        (2)     "Interested Shareholder" shall mean any person
(other than the corporation or any Subsidiary) which, as of the record date for
the determination of shareholders entitled to vote on a proposed corporate
action or immediately before the consummation of such corporate action, is the
beneficial owner, directly or indirectly, of 5 percent (5%) or more of the
outstanding shares of the corporation entitled to vote and any Affiliate or
Associate of such person.

                        (3)     A person shall be deemed to be a "beneficial
owner" of (a) all shares owned, directly or indirectly, by such person and by
its Affiliates and Associates, and (b) all shares which such person and its
Affiliates and Associates have the right to acquire or to vote pursuant to any
agreement, arrangement or understanding or upon the exercise of any conversion
right, exchange right, warrant, option or otherwise.

                        (4)     "Subsidiary" shall mean any corporation of which
a majority of any class of equity security is owned, directly or indirectly, by
the corporation; provided, however, that for purposes of the definition of
Interested Shareholder set forth in Section (c)(2) of this Article, the term
"Subsidiary" shall mean only a corporation of which a majority of each class of
equity security is owned, directly or indirectly, by the corporation.

                        (5)     "Affiliate" shall mean any person which
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with the person specified.

                        (6)     "Associate," when used to indicate a
relationship with any person, means (a) any corporation or other organization
(other than the corporation or a Subsidiary) of which such person is an officer
or partner or is, directly or indirectly, the beneficial owner of 10 percent
(10%) or more of any class of equity security, (b) any trust or other estate in
which such person has a substantial beneficial interest or as to which such
person serves as trustee or in a similar fiduciary capacity, and (c) any
relative or spouse of such person, or any relative of such spouse.

                        (7)     "Continuing Director" shall mean (a) any member
of the Board of Directors of the corporation who is unaffiliated with and is not
a representative of an Interested Shareholder and who was a member of the Board
of Directors prior to the time that any Interested Shareholder became an
Interested Shareholder, and (b) any successor of a Continuing Director who is
unaffiliated with and is not a representative of an Interested Shareholder and
who is recommended to succeed a Continuing Director by a majority of the
Continuing Directors then members of the Board of Directors.

                        (d)     A majority of the Continuing Directors shall
have the power and duty to make factual determinations, on the basis of
information known to them after reasonable inquiry, as to all facts relating to
the application of this Article, including, without limitation, the following:
(i) whether a person is an Interested Shareholder, (ii) the number of shares
owned beneficially by any person, and (iii) whether a person is an Affiliate or
Associate of another person. Any such determination made in good faith shall be
binding upon and conclusive with respect to all parties.

                        (e)     The vote specified in Sections 9(a) and 9(b) of
this Article shall be in addition to any vote which may

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otherwise be required by law.

ARTICLE 10

        10.     (a)     For purposes of this Article 10, the term "Acquisition
Proposal" shall mean any action, proposal, plan or attempt by any person, firm,
corporation or other entity to: (1) make any tender or exchange offer for any
equity security of the corporation, (2) merge or consolidate the corporation or
any subsidiary of the corporation with or into another corporation, (3) purchase
or otherwise acquire all or substantially all of the assets of the corporation
or of any subsidiary of the corporation, or (4) any transaction or series of
transactions similar in purpose, form or effect to any of the foregoing.

                (b)     The Board of Directors, when evaluating an Acquisition
Proposal shall, in connection with the exercise of its judgment in determining
what is in the best interests of the corporation and its shareholders, give due
consideration to all relevant factors, including, without limitation, the
following:

                        (1)     The adequacy of the offered consideration, not
only in relation to the then current market price of the securities of the
corporation, but also in relation to (i) the historical, present and anticipated
future operating results and financial position of the corporation, (ii) the
value of the corporation in a freely negotiated transaction, and (iii) the
prospects and future value of the corporation as an independent entity;

                        (2)     The social and economic impact which the
Acquisition Proposal, if consummated. would have upon the customers, depositors
and employees of the corporation and its subsidiaries and upon the communities
which they serve;

                        (3)     The reputation and business practices and
experience of the offeror and its management and affiliates as they might affect
(i) the business of the corporation and its subsidiaries, (ii) the future value
of the securities of the corporation, and (iii) the customers, depositors and
employees of the corporation and its subsidiaries and the communities which they
serve; and

                        (4)     The antitrust and other legal and regulatory
issues that might arise by reason of the Acquisition Proposal.

                (c)     The Board of Directors may, in its sole discretion,
oppose, recommend or remain neutral with respect to an Acquisition Proposal on
the basis of its evaluation of what is in the best interests of the corporation
and its shareholders.

                (d)     In the event that the Board of Directors determines that
an Acquisition Proposal is not in the best interests of the corporation and its
shareholders and should be opposed, it may take any lawful action for this
purpose, including, without limitation, the following:

                        (1)     Advising the shareholders of the corporation of
it's opposition to the Acquisition Proposal;

                        (2)     Authorizing the initiation of legal proceedings;

                        (3)     Authorizing the initiation of opposition
proceedings before any regulatory authority having jurisdiction over the
Acquisition Proposal;

                        (4)     Authorizing the corporation to acquire its own
securities;

                        (5)     Authorizing the corporation to issue authorized
but unissued securities, to sell treasury stock or to grant options with respect
thereto; and

                        (6)     Soliciting a more favorable offer from a third
party.

ARTICLE 11

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        11.     No director of the corporation shall be removed from office by
shareholder vote, except as follows:

                (a)     With cause, by the affirmative vote of the holders of a
majority of the then outstanding shares of stock of the corporation entitled to
vote generally in the election of directors, voting together as a single class,
at a meeting of shareholders duly convened after notice to the shareholders of
such purpose; or

                (b)     Without cause, by the affirmative vote of the holders of
not less than eighty-five percent (85%) of the then outstanding shares of stock
of the corporation entitled to vote generally in the election of directors,
voting together as a single class, at a meeting of shareholders duly convened
after notice to the shareholders of such purpose.

ARTICLE 12

        12.     (a)     No action required to be taken or which may be taken at
any annual or special meeting of shareholders of the corporation may be taken
without a duly called meeting and the power of the shareholders of the
corporation to consent in writing to action without a meeting is specifically
denied.

                (b)     A special meeting of the shareholders of the corporation
may be called only by (i) the Chief Executive Officer of the corporation, (ii)
the Executive Committee of the Board of Directors, or (iii) the Board of
Directors pursuant to a resolution adopted by the affirmative vote of a majority
of the whole Board of Directors. Special meetings may not be called by
shareholders.

ARTICLE 13

        13.     The authority to make, amend, alter, change or repeal the bylaws
of the corporation is hereby expressly and solely granted to and vested in the
Board of Directors, subject always to the power of the shareholders to make,
amend, alter, change or repeal the bylaws of the corporation by the affirmative
vote of the holders of not less than eighty-five percent (85%) of the then
outstanding shares of stock of the corporation entitled to vote generally in the
election of directors, voting together as a single class, at a meeting of
shareholders duly convened after notice to the shareholders of such purpose.

ARTICLE 14

        14.     The Articles of Incorporation of the corporation may not be
amended, except as follows:

                (a)     Upon the affirmative vote of: (i) a majority of the
Continuing Directors (as that term is defined in Section (c)(7) of Article 9),
(ii) a majority of the whole Board of Directors, and (iii) the holders of not
less than a majority of the then outstanding shares of stock of the corporation
entitled to vote generally in the election of directors, voting together as a
single class, at a meeting of shareholders duly convened after notice to the
shareholders of such purpose; or

                (b)     Upon the affirmative vote of the holders of not less
than eighty-five percent (85%) of the then outstanding shares of stock of the
corporation entitled to vote generally in the election of directors, voting
together as a single class, at a meeting of shareholders duly convened after
notice to the shareholders of such purpose.