FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2005
Commission file number:  2-89573


                    TOWER BANCORP INC.
------------------------------------------------------------------
       (Exact name of registrant as specified in its charter)

 Commonwealth of Pennsylvania                       25-1445946
-------------------------------               ---------------------
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                  Identification No.)

Center Square
Greencastle, Pennsylvania                             17225
-------------------------                     ---------------------
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including
 area code:                                      (717) 597-2137
                                              --------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
             Yes   X    No
                 -----     -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)

             Yes        No   X
                 -----     -----


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

1,725,987 shares of common stock outstanding at March 31, 2005


















                                  Page 1 of 23








                        TOWER BANCORP, INC.

                              INDEX

                                                                Page

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements
   Condensed consolidated balance sheets - March 31, 2005
     and December 31, 2004                                         4
   Condensed consolidated statements of income - three months
     Ended March 31, 2005 and 2004                                 5
   Condensed consolidated statements of comprehensive income -
     three months ended March 31, 2005 and 2004                    6
   Condensed consolidated statements of cash flows - three
     months ended March 31, 2005 and 2004                          7
   Notes to condensed consolidated financial statements      8 and 9
Item 2 - Management's discussion and analysis of financial
     condition and results of operations                   10 and 11
Item 3 - Quantitative and qualitative disclosures about
   market risk                                                    12
Item 4 - Controls and procedures                                  12

PART II - OTHER INFORMATION                                       13

Item 1 - Legal proceedings                                        14
Item 2 - Changes in securities, use of proceeds and issuer
   purchases of equity securities                                 14
Item 3 - Defaults upon senior securities                          14
Item 4 - Submission of matters to a vote of security holders      14
Item 5 - Other information                                        14
Item 6 - Index to Exhibits and Reports on Form 8-K           14 - 15


   Signatures                                                     16

   Exhibits                                                  17 - 23







                                  Page 2 of 23





















                         PART I - FINANCIAL INFORMATION

               TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<S>                                               <C>              <C>
                                                     March 31,      December 31,
                                                        2005            2004
                                                    (Unaudited)      (Audited)*

                                                           (000 Omitted)
 ASSETS
    Cash and due from banks                          $     10,332     $    10,045
    Federal funds sold                                      3,470     $         0
    Interest bearing balances with banks                      196             196
    Investment securities available for sale               63,595          62,871
    Restricted bank stock                                   2,256           2,858
    Loans                                                 228,219         229,469
    Less:  reserve for possible loan losses          (      1,993)   (     1,902)
    Bank premises, equipment, furniture and                 4,022           4,030
fixtures
    Accrued interest receivable                               995             904
    Cash surrender value of life insurance                  7,163           7,070
    Other assets                                            1,545           1,349
                                                     ------------     -----------
      Total assets                                   $    319,800     $   316,890
                                                     ============     ===========
 LIABILITIES AND CAPITAL
    Deposits in domestic offices:
     Demand                                          $     25,033     $    23,944
     Savings                                              124,614         122,625
     Time                                                  83,106          83,721
    Federal funds purchased                                     0             225
    Liabilities for borrowed money                         35,516          34,707
    Accrued interest payable                                  278             265
    Other liabilities                                       6,377           7,332
                                                     ------------     -----------
      Total liabilities                                   274,924         272,819
                                                     ------------     -----------
 EQUITY CAPITAL
    Capital stock, common, authorized 5,000,000
     shares; 1,780,100 shares issued                      2,225            2,225
    Additional paid-in capital                              6,787           6,782
    Retained earnings                                      28,712          28,177
    Accumulated other comprehensive income                  8,973           8,801
    Less:  cost of treasury stock; 2005 - 54,113    (       1,821)  (      1,914)
       shares; 2004 - 58,109 shares
                                                     ------------     -----------
      Total equity capital                                 44,876          44,071
                                                     ------------     -----------
      Total liabilities and capital                  $    319,800     $   316,890
                                                     ============     ===========
 *  Condensed from audited financial statements.
</TABLE>
              The accompanying notes are an integral part of these
                         condensed financial statements.

                                  Page 4 of 23
               TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<S>                                                       <C>              <C>
                                                                2005            2004
                                                                   (000 Omitted)
Interest Income
   Interest & fees on loans                               $      3,208     $      2,895
   Interest on investment securities available for sale            503              538
   Interest on deposits with banks                                  14               12
                                                          ------------     ------------
      Total interest & dividend income                           3,725            3,445
                                                          ------------     ------------
Interest Expense
   Interest on deposits                                            656              544
   Interest on federal funds purchased
    and other borrowed money                                       417              438
                                                          ------------     ------------
      Total interest expense                                     1,073              982
                                                          ------------     ------------

      Net interest income                                        2,652            2,463

Provision for loan losses                                           90               90
                                                          ------------     ------------

Net interest income after provision for loan losses              2,562            2,373
                                                          ------------     ------------

Other Income
   Investment service income                                        62               24
   Service charges on deposit accounts                             232              218
   Other service charges and fees                                  133              103
   Other operating income                                           14              119
   Investment securities gains (losses)                            198              567
                                                          ------------     ------------
      Total other income                                           639            1,031
                                                          ------------     ------------
Other Expense
   Salaries, wages and other benefits                            1,107            1,078
   Occupancy expense of bank premises                              131              122
   Furniture and fixture expense                                   329              142
   Other operating expenses                                        409              676
                                                          ------------     ------------
      Total other expenses                                       1,976            2,018
                                                          ------------     ------------
      Income before taxes                                        1,225            1,386
Applicable income taxes                                            308              365
                                                          ------------     ------------
      Net income                                          $        917     $      1,021
                                                          ============     ============
Earnings per share:
   Basic earnings per share                               $       0.53     $       0.59
   Weighted average shares outstanding                    $  1,725,644     $  1,735,151
   Diluted earnings per share                             $       0.52     $       0.58
   Weighted average shares outstanding                    $  1,757,100     $  1,763,854

</TABLE>







              The accompanying notes are an integral part of these
                         condensed financial statements.

                                  Page 5 of 23
               TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                   THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<S>                                    <C>              <C>
                                             2005              2004
                                                  (000 Omitted)

Net income                                  $      917          $    1,021
                                            ----------          ----------
Other comprehensive income:
   Unrealized holding gains (losses)               459               1,884

Reclassification adjustment for            (       198)       (       567)
  gains realized in net income
                                            ----------          ----------
                                                   261               1,317

Tax effect                                          89        (       441)
                                            ----------          ----------
Other comprehensive income                         172                 876
                                            ----------          ----------
Comprehensive income                        $    1,089          $    1,897
                                           ===========         ===========
                    </TABLE>




























              The accompanying notes are an integral part of these
                         condensed financial statements.

                                  Page 6 of 23
               TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Three Months Ended March 31, 2005 and 2004
                                   (UNAUDITED)
<TABLE>
<S>	                                                 <C>	            <C>

                                                           2005              2004
                                                                (000 Omitted)
Cash flows from operating activities:
   Net income                                             $      917         $    1,021
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation and amortization                               99                  96
      Provision for loan losses                                   90                  90
      (Gain) on sale of investment securities            (       198)       (       567)
      (Increase) in cash surrender value of life         (        93)       (       184)
        insurance
      (Increase) decrease in other assets                (       196)               303
      (Increase) decrease in interest receivable         (        91)       (        12)
      (Decrease) increase in interest payable                     13                   3
      Increase in other liabilities                      (       184)       (       254)
                                                          ----------          ----------
Net cash provided by operating activities                        357                 496
                                                          ----------          ----------
Cash flows from investing activities:
   Loans (net)                                                 1,251        (       352)
   Purchases of bank premises, equipment,                (        91)       (       492)
     furniture and fixtures
   Purchases of available for sale securities            (     1,201)       (     1,564)
   Maturities/sales of available for sale                      1,849               3,642
securities
   (Purchase) redemption of restricted bank stock        (       311)               239
                                                          ----------          ----------
Net cash provided(used) by investing activities                1,497               1,473
                                                          ----------          ----------
Cash flows from financing activities:
   Net increase (decrease) in deposits                         2,463               3,885
   Cash dividends paid                                   (     1,242)       (       347)
   Purchase of treasury stock                            (       146)       (       221)
   Debt (net)                                                    584        (     8,288)
   Proceeds from sale of capital stock                           244                 192
                                                          ----------          ----------
  Net cash provided (used) by financing activities       (     1,903)       (     4,779)
                                                          ----------          ----------
  Net increase (decrease) in cash and cash                     3,757        (     2,810)
equivalents

  Cash and cash equivalents at beginning of year              10,045               8,929
                                                          ----------          ----------
  Cash and cash equivalents at end of quarter             $   13,802          $    6,119
                                                          ==========          ==========
Cash and cash equivalents consists of:
Cash and due from banks                                   $   10,332          $    6,119
Federal funds sold                                             3,470                   0
                                                          ----------          ----------
Total cash and cash equivalents                           $   13,802          $    6,119
                                                          ==========          ==========
</TABLE>













    The accompanying notes are an integral part of these condensed financial
                                   statements.

                                  Page 7 of 23
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

Review of Interim Financial Statements

          The condensed consolidated financial statements as of and for the
          three months ended March 31, 2005 and 2004 have been reviewed by
          independent certified public accountants.  Their report on their
          review is attached as Exhibit 99 to this 10-Q filing.

Note 1.   Basis of Presentation

          In the opinion of management, the accompanying unaudited condensed
          consolidated financial statements contain all adjustments necessary to
          present fairly Tower Bancorp, Inc.'s consolidated financial position
          as of March 31, 2005 and the results of its operations for the three
          month period ended March 31, 2005 and 2004.

          The results of operations for the three month period ended
          March 31, 2005 and 2004 are not necessarily indicative of the results
          to be expected for the full year.

Note 2.   Income Taxes

          Income tax expense is less than the amount calculated using the
          statutory tax rate primarily as a result of tax exempt income earned
          from state and municipal securities and loans.

Note 3.   Commitments

          In the normal course of business, the bank makes various commitments
          and incurs certain contingent liabilities which are not reflected in
          the accompanying financial statements.  These commitments include
          various guarantees and commitments to extend credit and the bank does
          not anticipate any losses as a result of these transactions.

Note 4.   Stock Option Plans

          The Corporation applies APB Opinion 25 and related interpretations in
          accounting for its stock option plans.  Accordingly, only compensation
          cost for the intrinsic value of options has been recognized.  Had
          compensation cost for the Corporation's stock option plans been
          determined based on the fair value at the grant dates for awards under
          the plans consistent with the method












                                  Page 8 of 23
Note 4.   Stock Option Plans (Continued)

          prescribed by FASB Statement No. 123R, the Corporation's net income
          and earnings per share would have been adjusted to the pro forma
          amounts indicated below:

          <TABLE>
          <S>                        <C>          <C>        <C>
                                                      2005        2004
                                                   Three Months Ended
                                                        March 31

          Net income (000) omitted   As reported    $   917    $ 1,021
                                     Pro forma          883        999

          Basic earnings per share   As reported        .53        .59
                                     Pro forma          .51        .58

        Earnings per share assuming  As reported        .52        .58
          dilution
                                     Pro forma          .50        .57
          </TABLE>








































                                  Page 9 of 23
                               TOWER BANCORP, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS



       Net income for the first quarter of 2005 was $ 917,000 compared to
$ 1,021,000 for the first quarter of 2004.  Net income on a per share basis for
2005 was $ .53, down $ .06 from the $ .59 realized during the first three months
of 2004.

       Total interest income for the first three months of 2005 was $ 3,725,000
compared to $ 3,445,000 for the first three months of 2004.  Increases occurred
primarily due to increases in the yield on earning assets.  Investment yields
increased 17 basis points and loan yields increased 28 basis points from average
yields realized in the first quarter of 2004.  The higher loan yield is due
primarily to mortgage repricing, with yields on mortgages increasing 36 basis
points over the past twelve months.  Average loan balances at March 31, 2005
increased 6.1% over those at March 31, 2004.  Loan balances decreased $1,250,000
from balances at December 31, 2004.  Increases from March 31, 2004 were
primarily in average mortgage and commercial loans, which increased 7.3% and
13.2%, respectively since March 31, 2004. Earnings on investments for the first
quarter were down with totals for the corresponding period in 2004 due to lower
average balances.

       Total interest expense was $ 1,073,000 for the first quarter of 2005, an
increase of $ 91,000 from the $ 982,000 reported for the first quarter of 2004.
Average total deposits increased 8.8% since March 31, 2004. Most of this growth
has occurred in the time deposit accounts.  Average rates on deposits have
increased 12 basis points from prior year rates.  This coupled with the fact
that the deposit growth has been concentrated in time deposit accounts has
caused the bank's cost of funds to increase 9.1% from 2004 totals.  However,
asset yields have increased faster than corresponding increases in cost of funds
causing the net interest margin for the first quarter of 2005 to increase 16
basis points from the first quarter of 2004.  The loan to deposit ratio was
99.6% at March 31, 2005 compared to 101.7% at March 31, 2004.  Management
intends to continue to competitively price its deposits to maintain desired net
interest spreads.

       The bank made a $ 90,000 provision for loan losses during the first
quarter of 2005.  Net recoveries were $ 1,000 during the first quarter of 2005
compared to $ 47,000 during the first quarter of 2004, which are well below peer
group averages.  Management has significantly expanded its detailed review of
the loan portfolio, which is performed quarterly, in an effort to identify and
more readily act on loans with deteriorating trends.  Anticipated losses are
well below the current allowance amount and management is not aware of any
problem loans that are indicative of trends, events, or uncertainties that would
significantly impact future operations, liquidity or capital.










                                  Page 10 of 23
       Management also recognizes the need to maintain an adequate allowance to
meet the constant risks associated with a growing loan portfolio and an
expanding customer base and intends to continue to maintain the allowance at
appropriate levels based on ongoing evaluations of the loan portfolio.

       Noninterest income was $ 639,000 for the first quarter of 2005
representing a 38.0% decrease from the first quarter of 2004. This decrease was
primarily the result of lower securities gains. The bank sold all holdings of
FHLMC preferred stock, recognizing a $32,000 loss.

       Noninterest expenses were $ 1,976,000 for the first quarter of 2005
compared to $ 2,018,000 for 2004.  Decreases were in supplies, legal and
postage.

       The bank's effective income tax rate was 25.2% and 26.4% for the first
three months of 2005 and 2004, respectively.  The statutory marginal tax bracket
remains at 34%.  The primary differences between the statutory and effective
rates are due to nontaxable income from municipal investments and tax-free
loans.

       Total assets were $ 319,800,000 at March 31, 2005 compared to
$ 298,046,000 at March 31, 2004.  This represents a growth rate of approximately
7.3%.  Internal capital generation has been the primary method utilized to
increase capital.  Total stockholders' equity was $ 44,876,000 at March 31,
2005, representing 14.0% of total assets compared to $ 41,953,000 at March 31,
2004, which represented 14.1% of total assets.  Risk-based capital ratios
continue to exceed regulatory minimums.






























                                  Page 11 of 23
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the quantitative and qualitative
disclosures made in Tower Bancorp's annual report on Form 10-K for the year
ended December 31, 2004.


ITEM 4 - CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

       The Corporation's Chief Executive Officer and Chief Financial Officer
have evaluated the effectiveness of the Corporation's disclosure controls and
procedures (as such term is defined in the Rules 13a-14(c) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as of March 31, 2005.
Based on such evaluation, such officers have concluded that, as of March 31,
2005, the Corporation's disclosure controls and procedures are effective in
alerting them on a timely basis to material information relating to the
Corporation (including its consolidated subsidiary) required to be included in
the Corporation's periodic filings under the Exchange Act.

CHANGES IN INTERNAL CONTROLS

       There have not been any significant changes in the Corporation's internal
control over financial reporting or in other factors that could significantly
affect such control during the first quarter of 2005.

























                                  Page 12 of 23











                           PART II - OTHER INFORMATION















































                                  Page 13 of 23
                           PART II - OTHER INFORMATION


Item 1 - Legal Proceedings

        Not applicable

Item 2 - Changes in Securities

                      ISSUER PURCHASES OF EQUITY SECURITIES

<TABLE>

          <C>           <C>           <C>           <C>
Period       (a)           (b)           (c)           (d)
             Total Number    Average     Total number    Maximum
               of shares      price       of shares       number
               purchased     paid per    purchased as     shares
                              share        part of     that may yet
                                           publicly    be purchased
                                          announced     under the
                                             plan          plan
January 2005
1/11/2005              300      $ 44.50           300        14,477
1/14/2005              375        44.50           375        14,102
1/19/2005              202        44.75           202        13,900
1/24/2005              600        45.00           600        13,300
1/24/2005            1,215        45.00         1,215        12,085

February 2005

March 2005
3/14/2005              500        49.95           500        11,585

Total                3,192        45.65         3,192        11,585
</TABLE>

Item 3 - Defaults Upon Senior Securities

        Not applicable

Item 4 - Submission of Matters to a Vote of Security Holders

        Not applicable

Item 5 - Other Information

        Not applicable

Item 6 - Index to Exhibits and Reports on Form 8-K

     (a)  Exhibits:

Exhibit Number Referred to               Description
Item 601 of Regulation S-K               of Exhibit

         31.1                           Certification of Chief Executive Officer
                                   pursuant to Section 302 of the Sarbanes-Oxley
                                   Act of 2002.

         31.2                           Certification of Chief Financial Officer
                                   pursuant to Section 302 of the Sarbanes-Oxley
                                   Act of 2002.

                                  Page 14 of 23

         32.1                           Certification of Chief Executive Officer
                                   pursuant to 18 U.S.C. Section 1350

         32.2                           Certification of Chief Financial Officer
                                   pursuant to 18 U.S.C. Section 1350

         99                                  Report of Independent Accountant's
                                   on Interim Financial Statements

     (b)  Reports on Form 8-K:

        Current report on Form 8-K filed with the Commission on March 10, 2005.

        Current report on Form 8-K filed with the Commission on April 8, 2005.









































                                  Page 15 of 23
                                   SIGNATURES




          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    TOWER BANCORP, INC.
                                    (REGISTRANT)



                                    /s/  Jeff B. Shank
                                    -----------------------------
                                    Jeff B. Shank, President, CEO
                                    (Principal Executive Officer)
Date:  May 13, 2005





                                    /s/Franklin T. Klink, III
                                    -----------------------------

                                    Franklin T. Klink, III,
                                    Treasurer
                                    (Principal Financial Officer)
Date:  May 13, 2005






























                                  Page 16 of 23
                                                                    Exhibit 31.1
                                  CERTIFICATION

I, Jeffrey B. Shank, President/CEO, certify, that:

     1.   I have reviewed this quarterly report on Form 10-Q of Tower Bancorp,
          Inc.

     2.   Based on my knowledge, the quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report.

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report.

          4.   The registrant's other certifying officer and I are responsible
          for establishing and maintaining disclosure controls and procedures
          (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and we have:

          (a)  designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this quarterly report is being prepared;

          (b)  evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this quarterly report
               our conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered by
               this quarterly report based on such evaluation; and

          (c) disclosed in this quarterly report any change in the registrant's
               internal control over financial reporting that occurred during
               the registrant's most recent fiscal quarter that has materially
               affected, or is reasonably likely to materially affect, the
               registrant's internal control over financial reporting.











                                  Page 17 of 23
          5.   The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation of internal control over
          financial reporting, to the registrant's auditors and the audit
          committee of registrant's board of directors (or persons performing
          the equivalent function):

          (a)  all significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process, summarize and report financial
               information; and

          (b)  any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal control over financial reporting.



Date:  May 13, 2005                By:  /s/Jeff B. Shank
       --------------------------       -----------------------
                                        Jeff B. Shank,
                                        President/CEO
                                        (Principal Executive
                                        Officer)




































                                  Page 18 of 23
                                                                    Exhibit 31.2
                                  CERTIFICATION


I, Franklin T. Klink, III, Treasurer, certify, that:

     1.   I have reviewed this quarterly report on Form 10-Q of Tower Bancorp,
          Inc.

     2.   Based on my knowledge, the quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report.

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report.

          4.   The registrant's other certifying officer and I are responsible
          for establishing and maintaining disclosure controls and procedures
          (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and we have:

          (a)  designed such disclosure controls and procedures, or caused such
               disclosure controls and procedures to be designed under our
               supervision, to ensure that material information relating to the
               registrant, including its consolidated subsidiaries, is made
               known to us by others within those entities, particularly during
               the period in which this quarterly report is being prepared;

          (b)  evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this quarterly report
               our conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered by
               this quarterly report based on such evaluation; and

          (c) disclosed in this quarterly report any change in the registrant's
               internal control over financial reporting that occurred during
               the registrant's most recent fiscal quarter that has materially
               affected, or is reasonably likely to materially affect, the
               registrant's internal control over financial reporting.










                                  Page 19 of 23
          5.   The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation of internal control over
          financial reporting, to the registrant's auditors and the audit
          committee of registrant's board of directors (or persons performing
          the equivalent function):


          (a)  all significant deficiencies and material weaknesses in the
               design or operation of internal control over financial reporting
               which are reasonably likely to adversely affect the registrant's
               ability to record, process, summarize and report financial
               information; and

          (b)  any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal control over financial reporting.


Date:  May 13, 2005                By:       /s/Franklin T. Klink, III
       --------------------------       -------------------------
                                        Franklin T. Klink, III
                                        Treasurer
                                        (Principal Financial
                                        Officer)




































                                  Page 20 of 23
                                                                    EXHIBIT 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Tower Bancorp, Inc. (the
"Company") on Form 10-Q for the period ending March 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Jeff B.
Shank, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



                                     /s/  Jeff B. Shank
                                     ------------------------------
                                     Chief Executive Officer
                                     May 13, 2005
































                                  Page 21 of 23
                                                                    EXHIBIT 32.2


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In connection with the Quarterly Report of Tower Bancorp, Inc. (the
"Company") on Form 10-Q for the period ending March 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Franklin T. Klink, III, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



                                     /s/  Franklin T. Klink, III
                                     ---------------------------
                                     Chief Financial Officer
                                     May 13, 2005































                                  Page 22 of 23
                                                                      EXHIBIT 99


         REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Tower Bancorp, Inc.
Greencastle, Pennsylvania


     We have reviewed the accompanying condensed consolidated balance sheet of
Tower Bancorp, Inc. and Subsidiary as of March 31, 2005 and the related
condensed consolidated statements of income, statements of comprehensive income,
and statements of cash flows for the three months ended March 31, 2005 and
2004.  These financial statements are the responsibility of the corporation's
management.

     We conducted our review in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  A review of interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters.
It is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the condensed
consolidated financial statements taken as a whole.  Accordingly, we do not
express such an opinion.

     Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying interim financial statements referred to
above for them to be in conformity with accounting principles generally accepted
in the United States of America.

     We have previously audited, in accordance with auditing standards of the
Public Company Accounting Oversight Board (United States), the balance sheet of
Tower Bancorp, Inc. and Subsidiary as of December 31, 2004, and the related
statements of income, changes in stockholders' equity, and cash flows for the
year then ended (not presented herein); and in our report dated January 18,
2005, we expressed an unqualified opinion on those financial statements.  In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of December 31, 2004, is fairly stated, in all material
respects, in relation to the balance sheet from which it has been derived.

                            /s/ Smith Elliott Kearns & Company, LLC

                                SMITH ELLIOTT KEARNS & COMPANY, LLC







Chambersburg, Pennsylvania
May 13, 2005


                                  Page 23 of 23