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 June 30, 2003
                      -------------
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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

1,735,913 shares of common stock










                                  Page 1 of 23








                               TOWER BANCORP, INC.

                                      INDEX

                                                                Page

PART I - FINANCIAL INFORMATION

   Condensed consolidated balance sheets - June 30, 2003
     and December 31, 2002                                         4
   Condensed consolidated statements of income - three months
     ended June 30, 2003 and 2002                                  5
   Condensed consolidated statements of income - six months
     ended June 30, 2003 and 2002                                  6
   Condensed consolidated statements of comprehensive income -
     six months ended June 30, 2003 and 2002                       7
   Condensed consolidated statements of cash flows - six
     months ended June 30, 2003 and 2002                           8
   Notes to condensed consolidated financial statements     9 and 10
   Management's discussion and analysis of financial
     condition and results of operations                   11 and 12

PART II - OTHER INFORMATION                                       13

   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





































                                  Page 3 of 23
               TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<S>                                           <C>          <C>
                                                June 30,   December 31,
                                                  2003         2002*
                                               (Unaudited    (Audited)
     ASSETS                                         (000 omitted)
Cash and due from banks                        $     8,461    $    8,943
Interest bearing balances with banks                   966         1,644
Investment securities available for sale            57,104        50,838
Restricted bank stock                                3,348         3,162
Loans                                              194,563       187,537
Less:  reserve for possible loan losses        (     1,707)  (    1,632)
Bank premises, equipment, furniture
  and fixtures                                       4,098         3,876
Accrued interest receivable                          1,009         1,013
Cash surrender value of life insurance               6,484         6,306
Other assets                                           253           902
                                               -----------    ----------
          Total assets                         $   274,579    $  262,589
                                               ===========    ==========
     LIABILITIES AND CAPITAL
Deposits in domestic offices:
   Demand                                      $    18,883    $   13,297
   Savings                                         109,797       104,186
   Time                                             70,190        70,074
Liabilities for borrowed money                      37,728        39,052
Accrued interest payable                               235           287
Other liabilities                                    3,189         2,827
                                               -----------    ----------
          Total liabilities                        240,022       229,723
                                               -----------    ----------
     EQUITY CAPITAL
Capital stock, common, authorized 5,000,000
   shares; 1,780,100 shares issued                   2,225         2,225
Additional paid-in capital                           6,722         6,713
Retained earnings                                   24,034        22,999
Accumulated other comprehensive income               2,806         2,195
Less:  cost of treasury stock                  (     1,230)  (    1,266)
          Total equity capital                      34,557        32,866
                                               -----------    ----------
          Total liabilities and capital        $   274,579    $  262,589
                                                ===========  ============
                                                        ===
 </TABLE>
 *  Condensed from audited financial statements




              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 JUNE 30, 2003 AND 2002
                                   (UNAUDITED)
<TABLE>
<S>                                        <C>           <C>
                                               2003          2002
                                                 (000 Omitted)
Interest Income
   Interest & fees on loans                 $     3,094   $     3,340
   Interest on investment
      securities available for sale                 551           631
   Interest on deposits with banks                   18            37
                                            -----------   -----------
         Total interest & dividend income         3,663         4,008
Interest Expense                            -----------   -----------
   Interest on deposits                             705           995
   Interest on borrowed money                       398           404
                                            -----------   -----------
         Total interest expense                   1,103         1,399
                                            -----------   -----------
         Net interest income                      2,560         2,609
Provision for loan losses                            90            70
                                            -----------   -----------
Net interest income after
   provision for loan losses                      2,470         2,539
                                            -----------   -----------
Other Income
   Investment service income                          5            12
   Service charges on deposit accounts              206           149
   Other service charges                             82            69
   Other operating income                            91            83
   Investment securities gains (losses)             679           486
                                            -----------   -----------
         Total other income                       1,063           799
                                            -----------   -----------
Other Expense
   Salaries, wages and other benefits               913           873
   Occupancy expense of bank premises               103            96
   Furniture and fixture expense                    131           142
   Other operating expenses                         847           663
                                            -----------   -----------
         Total other expenses                     1,994         1,774
                                            -----------   -----------
         Income before taxes                      1,539         1,564
Applicable income taxes                             419           420
                                            -----------   -----------
         Net income                         $     1,120   $     1,144
                                            ===========   ===========
Earnings per share:
Basic Earnings per share                    $      0.65   $      0.66
Weighted average shares outstanding           1,734,996     1,737,078
Diluted Earnings per share                  $      0.64   $      0.65
Weighted Average Shares Outstanding           1,762,832     1,761,836
</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 INCOME
                     SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (UNAUDITED)
<TABLE>
<S>                                           <C>          <C>
                                                  2003         2002
                                                    (000 Omitted)
Interest Income
   Interest & fees on loans                    $     6,216  $     6,688
   Interest on investment
      securities available for sale                  1,076        1,353
   Interest on deposits with banks                      41           80
                                               -----------  -----------
         Total interest & dividend income            7,333        8,121
                                               -----------  -----------
Interest Expense
   Interest on deposits                              1,439        2,049
   Interest on borrowed money                          775          794
                                               -----------  -----------
         Total interest expense                      2,214        2,843
                                               -----------  -----------
         Net interest income                         5,119        5,278

Provision for loan losses                              180          130
                                               -----------  -----------
Net interest income after
   provision for loan losses                         4,939        5,148
                                               -----------  -----------
Other Income
   Investment service income                            66           15
   Service charges on deposit accounts                 413          298
   Other service charges                               150          136
   Other operating income                              202          167
   Investment securities gains (losses)              1,597        1,395
                                               -----------  -----------
         Total other income                          2,428        2,011
                                               -----------  -----------
Other Expense
   Salaries, wages and other benefits                1,850        1,755
   Occupancy expense of bank premises                  216          196
   Furniture and fixture expense                       261          271
   Other operating expenses                          1,563        1,372
                                               -----------  -----------
         Total other expenses                        3,890        3,594
                                               -----------  -----------
         Income before taxes                         3,477        3,565
Applicable income taxes                                951          973
                                               -----------  -----------
         Net income                            $     2,526  $     2,592
                                               ===========  ===========
Earnings per share:
Basic Earnings per share                       $      1.46  $      1.49
Weighted average shares outstanding              1,733,743    1,741,311
Diluted Earnings per share                     $      1.43  $      1.47
Weighted Average Shares Outstanding              1,760,927    1,768,450
</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 COMPREHENSIVE INCOME
                     SIX MONTHS ENDED JUNE 30, 2003 and 2002
                                   (UNAUDITED)

<TABLE>
<S>                                           <C>         <C>
                                                 2003        2002
                                                  (000 Omitted)

   Net income                                  $   2,526   $   2,592
                                               ---------   ---------
   Other comprehensive income:
      Unrealized holding gains (losses)            2,522       2,769
      Reclassification adjustment for gains
          realized in net income               (   1,597) (   1,395)
                                               ---------   ---------
                                                     925       1,374

   Tax effect                                  (     314) (     467)
                                               ---------   ---------
   Other comprehensive income (loss)                 611         907
                                               ---------   ---------
   Comprehensive income                        $   3,137   $   3,499
                                               =========   =========
</TABLE>


























              The accompanying notes are an integral part of these
                         condensed financial statements.
                                  Page 7 of 23
               TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Six Months Ended June 30, 2003 and 2002
                                   (UNAUDITED)
<TABLE>
<S>                                               <C>            <C>
                                                         2003             2002
                                                          (000 Omitted)
Cash flows from operating activities:
  Net income                                         $     2,526     $     2,592
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                          192             228
      Provision for loan losses                              180             130
      (Gain) on sale of investment securities        (     1,597)    (     1,395)
      (Increase) in cash surrender value of
        life insurance                               (       178)    (        97)
      (Increase)Decrease in other assets                     649     (       616)
      (Increase)Decrease in interest receivable                4              17
      Increase (decrease) in interest payable        (        52)    (       132)
      Increase (decrease) in other liabilities                48           1,122
                                                      ----------      ----------
Net cash provided by operating activities                  1,772           1,849
                                                      ----------      ----------
Cash flows from investing activities:
  Loans (net)                                        (     7,131)    (    16,829)
  Purchases of bank premises, equipment,
    furniture, and fixtures                          (       414)    (       794)
  Interest bearing balances with banks                       678             490
  Purchases of available for sale securities         (    10,047)    (     3,791)
  Maturities/sales of available for sale
    securities                                             6,303           7,047
  Purchase of restricted bank stock                  (       186)    (       448)
                                                      ----------      ----------
Net cash (used) by investing activities              (    10,797)    (    14,325)
                                                      ----------      ----------
Cash flows from financing activities:
  Net increase in deposits                                11,313           4,501
  Debt (net)                                         (     1,324)          7,277
  Cash dividends paid                                (     1,491)    (       835)
  Purchase of Treasury Stock                         (       264)    (       371)
  Proceeds from sale of capital stock                        309              89
                                                      ----------      ----------
Net cash provided by financing activities                  8,543          10,661
                                                      ----------      ----------
Net increase (decrease) in cash and cash
  equivalents                                        (       482)    (     1,815)

Cash and cash equivalents at beginning of year             8,943           8,080
                                                     -----------     -----------
Cash and cash equivalents at end of period           $     8,461     $     6,265
                                                     ===========     ===========
</TABLE>


              The accompanying notes are an integral part of these
                         condensed financial statements.
                                  Page 8 of 23
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

Review of Interim Financial Statements

          The condensed consolidated financial statements as of and for the
          three and six month periods ended June 30, 2003 and 2002 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 June 30, 2003 and the results of its operations for the three
          and six month periods ended June 30, 2003 and 2002.

          The results of operations for the six month period ended
          June 30, 2003 and 2002 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 Option 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 9 of 23
Note 4.   Stock Option Plans (Continued)

          prescribed by FASB Statement No. 123, 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>
                                                    2003     2002
                                                  Six Months Ended
                                                       June 30

          Net income (000) omitted   As reported   $ 2,526  $ 2,592
                                     Pro forma       2,514    2,581

          Basic earnings per share   As reported      1.46     1.49
                                     Pro forma        1.45     1.48

          Earnings per share         As reported      1.43     1.47
          assuming dilution          Pro forma        1.43     1.46
          </TABLE>


































                                  Page 10 of 23
                               TOWER BANCORP, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

     Net income for the first six months of 2003 was $ 2,526,000 compared to
$ 2,592,000 for the first six months of 2002.  Net income on a per share basis
for 2003 was $ 1.46, down $ .03 from the $ 1.49 realized during the first six
months of 2002.

     Total interest income for the first six months of 2003 was $ 7,333,000
compared to $ 8,121,000 for the first six months of 2002.  Decreases occurred
primarily due to decreases in the yield on earning assets.  Investment yields
dropped 61 basis points and loan yields dropped 92 basis points from average
yields realized in the first six months of 2002.  Average loan balances at June
30, 2003 increased 6.1% over those at June 30, 2002.  Increases from June 30,
2002 were primarily in mortgage and commercial loans, which increased 8.5% and
15.6%, respectively, since June 30, 2002. Earnings on investments for the first
six months decreased 20.5% over totals for the corresponding period in 2002.
Decreases were attributable primarily to the aforementioned rate decreases and a
24.1% decrease in volume of average investments from 2002 totals.

     Total interest expense was $ 2,214,000 for the first six months of 2003, a
decrease of $ 629,000 from the $ 2,843,000 reported for the six months of 2002.
Increases in average total deposits has been 6.2% since June 30, 2002.  Most of
this growth has occurred in the interest bearing demand deposit accounts.
Average rates on deposits decreased 84 basis points from prior year amounts.
This coupled with the fact that deposit growth has been concentrated in
transaction accounts has caused the bank's cost of funds to decrease 23.0% from
2002 totals.  However, asset yields have decreased faster than corresponding
decreases in cost of funds causing the net interest margin for the first six
months of 2003 to drop 24 basis points from the first six months of 2002. The
loan to deposit ratio was over 97.8% at June 30, 2003 compared to 100% at June
30, 2002.  Management intends to continue to competitively price its deposits to
maintain desired net interest spreads.

     The Bank made a $ 180,000 provision for loan losses during the first six
months of 2003.  Net charge-offs were $ 105,000 during the first six months of
2003 compared to $ 140,000 during the first half of 2002, 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 11 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.

     Non-interest income was $ 2,428,000 for the first half of 2003 representing
a 20.7% increase over the first six months of 2002. Increases were primarily in
service charges on deposit accounts, investment service income, and securities
gains.

     Noninterest expenses were $ 3,890,000 for the first six months of 2003
compared to $ 3,594,000 for 2002.  Increases were primarily in personnel costs
as the bank continues to increase its staff, related benefit increases, and
continued investment in technology and related equipment.

     The bank's effective income tax rate was 27.3% and 27.3% for the first six
months of 2003 and 2002, 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 $ 274,579,000 at June 30, 2003 compared to $ 260,724,000
at June 30, 2002.  This represents a growth rate of approximately 5.3%.
Internal capital generation has been the primary method utilized to increase
capital.  Total stockholders' equity was $ 34,557,000 at June 30, 2003,
representing 12.6% of total assets compared to $ 30,900,000 at June 30, 2002,
which represented 11.9% of total assets.  Risk-based capital ratios continue to
exceed regulatory minimums.


CONTROLS AND PROCEDURES

     We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report, as well as to safeguard assets from
unauthorized use or disposition.  We evaluated the effectiveness of the design
and operation of our disclosure controls and procedures under the supervision
and with the participation of management, including our Chief Executive Officer
and Chief Financial Officer, within 90 days prior to the filing date of this
report.  Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic Securities and Exchange Commission filings.  No
significant changes were made to our internal controls or other factors that
could significantly affect these controls subsequent to the date of their
evaluation.




                                  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

         Not applicable

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.

         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


                                  Page 14 of 23

        (b)  Reports on Form 8-K:

             Current report on Form 8-K filed with the Commission on
             June 19, 2003.

             Current report on Form 8-K filed with the Commission on
             July 3, 2003.















































                                  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)



Date:  July 31, 2003                 /s/  Jeff B. Shank
                                     -----------------------------
                                     Jeff B. Shank, President, CEO
                                     (Principal Executive Officer)







Date:  July 31, 2003                 /s/Franklin T. Klink, III
                                     -----------------------------
                                     Franklin T. Klink, III
                                     Treasurer
                                     (Principal Accounting Officer)
























                                  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:     July 31, 2003            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:     July 31, 2003            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 June 30, 2003 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
                                     July 31, 2003

























                                  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 June 30, 2003 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
                                     July 31, 2003

























                                  Page 22 of 23
                                                                      EXHIBIT 99


                     INDEPENDENT ACCOUNTANT'S REPORT


Board of Directors
Tower Bancorp, Inc.
Greencastle, Pennsylvania


     We have reviewed the accompanying consolidated balance sheet of Tower
Bancorp, Inc. and Subsidiary as of June 30, 2003 and the related consolidated
statements of income for the three and six month periods ended June 30, 2003 and
2002 and consolidated statements of comprehensive income for the six months
ended June 30, 2003 and 2002 and consolidated statements of cash flows for the
six months ended June 30, 2003 and 2002.  These financial statements are the
responsibility of the corporation's management.

     We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the 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 consolidated financial statements for them to
be in conformity with generally accepted accounting principles.




                            /s/ Smith Elliott Kearns & Company, LLC
                            ---------------------------------------
                            SMITH ELLIOTT KEARNS & COMPANY, LLC




Chambersburg, Pennsylvania
July 31, 2003







                                  Page 23 of 23