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    September 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.

1,732,701 shares of common stock outstanding at September 30, 2003.













                                  Page 1 of 23








                               TOWER BANCORP, INC.

                                      INDEX


                                                              Page

PART I - FINANCIAL INFORMATION

   Condensed consolidated balance sheets - September 30, 2003
     and December 31, 2002                                         4
   Condensed consolidated statements of income - three months
     ended September 30, 2003 and 2002                             5
   Condensed consolidated statements of income - nine months
     ended September 30, 2003 and 2002                             6
   Condensed consolidated statements of comprehensive income -
     nine months ended September 30, 2003 and 2002                 7
   Condensed consolidated statements of cash flows - nine
     months ended September 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 and 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>
                                         September 30,  December 31,
                                             2003           2002*
                                         (Unaudited       (Audited)

     ASSETS                              (000 omitted)
Cash and due from banks                  $     7,187    $    8,943
Interest bearing balances with banks             772         1,644
Investment securities available for sale      56,545        50,838
Restricted bank stock                          3,371         3,162
Loans                                        204,824       187,537
Less:  reserve for possible loan losses  (     1,793)   (    1,632)
Bank premises, equipment, furniture
  and fixtures                                 4,025         3,876
Accrued interest receivable                    1,040         1,013
Cash surrender value of life insurance         6,572         6,306
Other assets                                     673           902
                                         -----------    ----------
          Total assets                   $   283,216    $  262,589
                                         ===========    ==========
     LIABILITIES AND CAPITAL
Deposits in domestic offices:
   Demand                                $    17,772    $   13,297
   Savings                                   114,329       104,186
   Time                                       71,717        70,074
Liabilities for borrowed money                41,440        39,052
Accrued interest payable                         213           287
Other liabilities                              3,149         2,827
                                         -----------    ----------
          Total liabilities                  248,620       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                             24,855        22,999
Accumulated other comprehensive income         2,143         2,195
Less:  cost of treasury stock            (     1,349)   (    1,266)
                                         -----------    ----------
          Total equity capital                34,596        32,866
                                         -----------    ----------

          Total liabilities and capital  $   283,216    $  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 SEPTEMBER 30, 2003 and 2002
                                   (UNAUDITED)

<TABLE>
<S>                                                <C>           <C>
                                                   2003          2002
                                                   (000 Omitted)
Interest Income
   Interest & fees on loans                        $      3,030  $      3,341
   Interest on investment securities available
     for sale                                               559           595
   Interest on federal funds sold                             1             0
   Interest on deposits with banks                           14            35
                                                   ------------  ------------
      Total interest & dividend income                    3,604         3,971
                                                   ------------  ------------
Interest Expense
   Interest on deposits                                     636           932
   Interest on borrowed money                               424           381
                                                   ------------  ------------
      Total interest expense                              1,060         1,313
                                                   ------------  ------------

         Net interest income                              2,544         2,658

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

Net interest income after provision for loan losses       2,454         2,568
                                                   ------------  ------------

Other Income
   Service charges on deposit accounts                      213           152
   Other service charges                                     75            65
   Other operating income                                    20           189
   Investment securities gains (losses)                     806           314
                                                   ------------  ------------
         Total other income                               1,114           720
                                                   ------------  ------------
Other Expense
   Salaries, wages and other benefits                       941           875
   Occupancy expense of bank premises                       310           266
   Furniture and fixture expense                            130           149
   Other operating expenses                                 581           449
                                                   ------------  ------------
         Total other expenses                             1,962         1,739
                                                   ------------  ------------

         Income before taxes                              1,606         1,549
Applicable income taxes                                     438           409
                                                   ------------  ------------
         Net income                                $      1,168  $      1,140
                                                   ============  ============

Earnings per share:
Basic earnings per share                           $       0.67  $       0.66
Weighted average shares outstanding                   1,733,893     1,734,221
Diluted earnings per share                         $       0.66  $       0.65
Weighted average shares outstanding                   1,761,644     1,759,368
</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
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 and 2002
                                   (UNAUDITED)

<TABLE>
<S>                                                      <C>         <C>
                                                         2003        2002
                                                         (000 Omitted)
Interest Income
Interest & fees on loans                               $      9,246   $     10,029
Interest on investment securities available for sale          1,635          1,948
Interest on federal funds sold                                    1              0
Interest on deposits with banks                                  55            115
                                                       ------------   ------------
 Total interest & dividend income                            10,937         12,092
                                                       ------------   ------------
Interest Expense
Interest on deposits                                          2,075          2,981
Interest on borrowed money                                    1,199          1,175
                                                       ------------   ------------
 Total interest expense                                       3,274          4,156
                                                       ------------   ------------

   Net interest income                                        7,663          7,936

Provision for loan losses                                       270            220
                                                       ------------   ------------

Net interest income after provision for loan losses           7,393          7,716
                                                       ------------   ------------

Other Income
Service charges on deposit accounts                             626            450
Other service charges                                           225            201
Other operating income                                          288            371
Investment securities gains (losses)                          2,403          1,709
                                                       ------------   ------------
   Total other income                                         3,542          2,731
                                                       ------------   ------------
Other Expense
Salaries, wages and other benefits                            2,791          2,630
Occupancy expense of bank premises                              526            462
Furniture and fixture expense                                   391            420
Other operating expenses                                      2,144          1,821
                                                       ------------   ------------
   Total other expenses                                       5,852          5,333
                                                       ------------   ------------

   Income before taxes                                        5,083          5,114
Applicable income taxes                                       1,389          1,382
                                                       ------------   ------------
   Net income                                          $      3,694   $      3,732
                                                       ============   ============

Earnings per share:
Basic earnings per share                               $       2.13   $       2.15
Weighted average shares outstanding                       1,733,794      1,738,922
Diluted earnings per share                             $       2.10   $       2.11
Weighted average shares outstanding                       1,761,169      1,765,403
</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
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 and 2002
                                   (UNAUDITED)


<TABLE>
<S>                                     <C>            <C>
                                         2003           2002
                                          (000 Omitted)
Net income                              $ 3,694        $ 3,732
                                        -------        -------
Other comprehensive income:
Unrealized holding gains (losses)         2,324          4,074
 reclassification adjustment for gains
  Realized in net income               (  2,403)      (  1,709)
                                        -------        -------
                                       (     79)         2,365

Tax effect                                   27       (    804)
                                        -------        -------

Other comprehensive income (loss)      (     52)         1,561
                                        -------        -------

Comprehensive income                    $ 3,642        $ 5,293
                                        =======        =======
</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
                  Nine Months Ended September 30, 2003 and 2002
                                   (UNAUDITED)
<TABLE>
<S>                                               <C>            <C>
                                                        2003           2002
                                                      (000 omitted)
Cash flows from operating activities:
 Net income                                       $    3,694    $     3,732
 Adjustments to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                       288            347
     Provision for loan losses                           270            220
     (Gain) on sale of investment securities     (     2,403)   (     1,709)
     (Increase) in cash surrender value of life
       insurance                                 (       266)   (     1,041)
     (Increase) decrease in other assets                 256    (     1,068)
     (Increase) decrease in interest receivable  (        27)           103
     Increase (decrease) in interest payable     (        74)   (       134)
     Increase (decrease) in other liabilities            322          1,318
                                                  ----------     ----------
Net cash provided by operating activities              2,060          1,768
                                                  ----------     ----------
Cash flows from investing activities:
 Loans (net)                                    (    17,396)   (     20,723)
 Purchases of bank premises, equipment, furniture
    and fixtures                                (       437)   (        948)
 Interest bearing balances with banks                   872             876
 Purchases of available for sale securities     (    12,403)   (      5,246)
 Maturities/sales of available for sale securities    9,020          11,613
 (Purchase) sale of restricted bank stock       (       209)            290
                                                  ----------     ----------
Net cash (used) by investing activities         (    20,553)   (     14,138)
                                                  ----------     ----------

Cash flows from financing activities:
 Net increase in deposits                            16,261          10,440
 Debt (net)                                           2,388           3,326
 Cash dividends paid                            (     1,838)   (      1,147)
 Purchase treasury stock                        (       397)   (        468)
 Proceeds from sale of capital stock                    323              92
                                                  ----------     ----------
Net cash provided by financing activities             16,737         12,243
                                                  ----------     ----------

Net increase (decrease) in cash and cash
  equivalents                                   (      1,756)   (       127)

Cash and cash equivalents at beginning of year         8,943          8,080
                                                  ----------     ----------

Cash and cash equivalents at end of period       $    7,187     $     7,953
                                                 ==========     ===========
</TABLE>


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

                                  Page 8 of 23
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

Review of Interim Financial Statements

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

          The results of operations for the nine month period ended
          September 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
                                                  Nine Months Ended
                                                    September 30

          Net income (000) omitted   As reported   $ 3,694  $ 3,732
                                     Pro forma       3,682    3,721

          Basic earnings per share   As reported      2.13     2.15
                                     Pro forma        2.12     2.14

          Earnings per share         As reported      2.10     2.11
          assuming dilution          Pro forma        2.09     2.11
          </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 nine months of 2003 was $ 3,694,000 compared to
$ 3,732,000 for the first nine months of 2002.  Net income on a per share basis
for 2003 was $ 2.13, down $ .02 from the $ 2.15 realized during the first nine
months of 2002.

     Total interest income for the first nine months of 2003 was $ 10,937,000
compared to $ 12,092,000 for the first nine months of 2002.  Decreases occurred
primarily due to decreases in the yield on earning assets.  Investment yields
dropped 60 basis points and loan yields dropped 100 basis points from average
yields realized in the first nine months of 2002.  Average loan balances at
September 30, 2003 increased 6.6% over those at September 30, 2002. Increases
from September 30, 2002 were primarily in mortgage and commercial loans, which
increased 10.5% and 15.6%, respectively, since September 30, 2002.  Earnings on
investments for the first nine months decreased 16.1% over totals for the
corresponding period in 2002.  Decreases were attributable primarily to the
aforementioned rate decreases and a 11.1% decrease in volume of average
investments from 2002 totals.

     Total interest expense was $ 3,274,000 for the first nine months of 2003, a
decrease of $ 882,000 from the $ 4,156,000 reported for the nine months of 2002.
Increases in average total deposits has been 7.6% since September 30, 2002.
Most of this growth has occurred in the interest bearing demand deposit
accounts.  Average rates on deposits decreased 82 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 21.2%
from 2002 totals.  However, asset yields have decreased faster than
corresponding decreases in cost of funds causing the net interest margin for the
first nine months of 2003 to drop 33 basis points from the first nine months of
2002. The loan to deposit ratio was 100.5% at September 30, 2003 compared to
100% at September 30, 2002.  Management intends to continue to competitively
price its deposits to maintain desired net interest spreads.

     The Bank made a $ 270,000 provision for loan losses during the first nine
months of 2003.  Net charge-offs were $ 109,000 during the first nine months of
2003 compared to $ 201,000 during the nine months 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 $ 3,542,000 for the first nine months of 2003
representing a 30.0% increase over the first nine months of 2002.  Increases
were primarily in service charges on deposit accounts and securities gains.

     Noninterest expenses were $ 5,852,000 for the first nine months of 2003
compared to $ 5,333,000 for 2002.  Increases were primarily in personnel, data
processing, and marketing 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 27.0% for the first nine
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 $ 283,216,000 at September 30, 2003 compared to
$ 262,294,000 at September 30, 2002.  This represents a growth rate of
approximately 7.98%.  Internal capital generation has been the primary method
utilized to increase capital.  Total stockholders' equity was $ 34,596,000 at
September 30, 2003, representing 12.2% of total assets compared to $ 32,288,000
at September 30, 2002, which represented 12.2% 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












































                           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 September 4,
        2003.

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

        Current report on Form 8-K filed with the Commission on October 7,
        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:  October 31, 2003            /s/  Jeff B. Shank
                                 ------------------------------
                                     Jeff B. Shank, President, CEO
                                     (Principal Executive Officer)







Date:  October 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:  October 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:  October 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 September 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
                                     October 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 September 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
                                     October 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 September 30, 2003 and the related
consolidated statements of income for the three and nine month periods ended
September 30, 2003 and 2002 and consolidated statements of comprehensive income
for the nine months ended September 30, 2003 and 2002 and consolidated
statements of cash flows for the nine months ended September 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
October 27, 2003





                                  Page 23 of 23