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, 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.

1,735,094 shares of common stock outstanding at March 31, 2003












                          Page 1 of 21 pages








                          TOWER BANCORP, INC.

                                 INDEX


                                                                Page

PART I - FINANCIAL INFORMATION

   Condensed consolidated balance sheets - March 31, 2003
     and December 31, 2002                                         4
   Condensed consolidated statements of income - three months
     ended March 31, 2003 and 2002                                 5
   Condensed consolidated statements of comprehensive income -
     three months ended March 31, 2003 and 2002                    6
   Condensed consolidated statements of cash flows - three
     months ended March 31, 2003 and 2002                          7
   Notes to condensed consolidated financial statements      8 and 9

   Management's discussion and analysis of financial
     condition and results of operations                   10 and 11

PART II - OTHER INFORMATION                                       13

   Item 6 - Index to Exhibits and Reports on Form 8-K             13

   Signatures                                                     14

   Certifications of Principal Executive Officer
     and Principal Financial Officer                         15 - 18

   Exhibits                                                  19 - 21













                          Page 2 of 21 pages






















                    PART I - FINANCIAL INFORMATION
          TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
                 CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>
<C>                                           <C>        <C>
                                              March 31,    December
                                                2003      31, 2002
                                             (Unaudited  (Audited)*
                                                 )
                                                   (000 Omitted)
ASSETS
Cash and due from banks                       $   6,839     $   8,943
Interest bearing balances with banks              1,255         1,644
Investment securities available for sale         49,561        50,838
Restricted bank stock                             3,162         3,162
Loans                                           187,259       187,537
Less:  reserve for possible loan losses       (   1,657)   (    1,632)
Bank premises, equipment, furniture and
  fixtures                                        4,172         3,876
Accrued interest receivable                       1,011         1,013
Cash surrender value of life insurance            6,404         6,306
Other assets                                        655           902
                                              ---------     ---------
     Total assets                             $ 258,661     $ 262,589
                                              =========     =========
LIABILITIES AND CAPITAL
Deposits in domestic offices:
  Demand                                      $  17,145     $  13,297
  Savings                                       107,765       104,186
  Time                                           69,762        70,074
Liabilities for borrowed money                   27,731        39,052
Accrued interest payable                            264           287
Other liabilities                                 3,095         2,827
                                              ---------     ---------
     Total liabilities                          225,762       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                        6,719         6,713
Retained earnings                                23,227        22,999
Accumulated other comprehensive income             1971          2195
Less:  cost of treasury stock                 (   1,243)   (    1,266)
                                              ---------     ---------
     Total equity capital                        32,899        32,866
                                              ---------     ---------
     Total liabilities and capital            $ 258,661     $ 262,589
                                              =========     =========
</TABLE>
*  Condensed from audited financial
statements.
    The accompanying notes are an integral part of these condensed
                         financial statements.

                          Page 4 of 21 pages
          TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
              THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                              (UNAUDITED)

<TABLE>
<S>
<C>                                                 <C>         <C>
                                                       2003        2002
                                                         (000 Omitted)
Interest Income
  Interest & fees on loans                          $   3,122   $     3,348
  Interest  on  investment securities available
     for sale                                             525           722
  Interest on deposits with banks                          23            43
                                                    ----------  -----------
  Total interest & dividend income                      3,670         4,113
                                                    ----------  -----------
Interest Expense
  Interest on deposits                                    734         1,054
  Interest on borrowed money                              377           390
                                                    ----------  -----------
     Total interest expense                             1,111         1,444
                                                    ----------  -----------
     Net interest income                                2,559         2,669
                                                    ----------  -----------
Provision for loan losses                                  90            60

Net interest income after provision for loan losses     2,469         2,609
                                                    ----------  -----------
Other Income
  Investment service income                                61             3
  Service charges on deposit accounts                     207           149
  Other service charges and fees                           68            67
  Other operating income                                  111            81
  Investment securities gains (losses)                    918           909
                                                   ----------  -----------
     Total other income                                 1,365         1,212
Other Expense                                       ----------  -----------
  Salaries, wages and other benefits                      937           882
  Occupancy expense of bank premises                      113           100
  Furniture and fixture expense                           130           129
  Other operating expenses                                716           709
                                                    ----------  -----------
     Total other expenses                               1,896         1,820
                                                    ----------  -----------
     Income before taxes                                1,938         2,001
Applicable income taxes                                   532           553
                                                    ----------  -----------
     Net income                                     $   1,406   $     1,448
                                                    =========   ===========
Earnings per share:
  Basic earnings per share                          $      0.81 $      0.83
  Weighted average shares outstanding               $ 1,732,476 $ 1,745,580
  Diluted earnings per share                        $      1.80 $      0.62
  Weighted average shares outstanding               $ 1,759,000 $ 1,775,902
</TABLE>
The accompanying notes are an integral part of these condensed financial
                              statements.

                          Page 5 of 21 pages
          TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

       CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
              THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                              (UNAUDITED)

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

Net income                                       $    1,406  $     1,448
                                                 ----------  -----------

Other comprehensive income:

   Unrealized holding gains (losses)                    578        1,086

     Reclassification adjustment for gains
       realized in net income                    (      918) (       909)
                                                 ----------- ------------
                                                 (      340)         177

Tax effect                                              116  (        60)
                                                 ----------- ------------
Other comprehensive income                       (      224)         117
                                                 ----------- ------------
Comprehensive income                             $    1,182  $     1,565
                                                 ==========  ============
</TABLE>

























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

                          Page 6 of 21 pages

          TOWER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              Three Months Ended March 31, 2003 and 2002
                              (UNAUDITED)
<TABLE>
<S>                                               <C>            <C>
                                                      2003            2002
                                                      (000 Omitted)
Cash flows from operating activities:
  Net income                                      $     1,406    $     1,448
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation and amortization                        96            114
      Provision for loan losses                            90             60
      (Gain) on sale of investment securities     (       918)   (       909)
      (Increase) in cash surrender value of life
        insurance                                 (        98)   (        48)
      (Increase) decrease in other assets                 247    (       498)
      (Increase) decrease in interest receivable            2    (        37)
      (Decrease) increase in interest payable     (        23)   (        68)
      Increase in other liabilities                       384          1,431
                                                  -----------    -----------
Net cash provided by operating activities               1,186          1,493
                                                  -----------    -----------
Cash flows from investing activities:
  Loans (net)                                             213    (    13,179)
  Purchases of bank premises, equipment,
    furniture and fixtures                        (       392)   (       701)
  Interest bearing balances with banks                    389            295
  Purchases of available for sale securities      (     1,290)   (     1,276)
  Maturities/sales of available for sale                3,145          3,910
    securities
  Purchase of restricted bank stock                         0    (       330)
                                                  -----------     -----------
Net cash provided(used) by investing
activities                                              2,065    (    11,281)
                                                  -----------     -----------
Cash flows from financing activities:
   Net increase (decrease) in deposits                  7,115          2,852
   Cash dividends paid                            (     1,178)   (       562)
   Purchase of treasury stock                     (       221)   (       262)
   Debt (net)                                     (    11,321)         4,423
   Proceeds from sale of capital stock                    250             89
                                                   -----------   -----------
Net cash provided (used) by financing
  activities                                      (     5,355)         6,540
                                                  -----------    -----------
Net increase (decrease) in cash and cash
  equivalents                                     (     2,104)   (     3,248)

Cash and cash equivalents at beginning of year          8,943          8,080
						  -----------    -----------
Cash and cash equivalents at end of quarter       $     6,839    $     4,832
                                                  ===========    ===========
</TABLE>







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

                          Page 7 of 21 pages

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            MARCH 31, 2003
                              (UNAUDITED)

Review of Interim Financial Statements

          The condensed consolidated financial statements as of and
          for the three months ended March 31, 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 March 31, 2003
          and the results of its operations for the three month period
          ended March 31, 2003 and 2002.

          The results of operations for the three month period ended
          March 31, 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 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 prescribed by FASB
          Statement No.







                          Page 8 of 21 pages

Note 4.   Stock Option Plans (Continued)

          123, the Corporation's net income and earnings per share
          would have been adjusted to the pro forma amounts indicated
          below:

          <TABLE>
          
                                          <C>        <C>
                                                         2003        2002
                                                        Three Months Ended
                                                             March 31

          Net income (000) omitted      As reported    $ 1,406    $ 1,448
                                        Pro forma        1,394      1,437

          Basic earnings per share      As reported        .81        .83
                                        Pro forma          .80        .82

          Earnings per share assuming   As reported        .80        .82
            dilution                    Pro forma          .79        .81
          </TABLE>






































                          Page 9 of 21 pages


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

       Net income for the first quarter of 2003 was $ 1,406,000 compared to
$ 1,448,000 for the first quarter of 2002.  Net income on a per share basis
for 2003 was $ .81, down $ .02 from the $ .83 realized during the first three
months of 2002.

       Total interest income for the first three months of 2003 was
$ 3,670,000 compared to $ 4,113,000 for the first three months of 2002.
Decreases occurred primarily due to decreases in the yield on earning assets.
Investment yields dropped 71 basis points and loan yields dropped 94 basis
points from average yields realized in the first quarter of 2002.  Average
loan balances at March 31, 2003 increased 4.7% over those at March 31, 2002.
However, loan balances remained flat with no growth from balances at December
31, 2002.  Increases from March 31, 2002 were primarily in mortgage and
commercial loans, which increased 7.6% and 15.1%, respectively since March
31, 2002.  Earnings on investments for the first quarter decreased 27.3% over
totals for the corresponding period in 2002.  Decreases were attributable
primarily to the aforementioned rate decreases and a 19.2% decrease in volume
of average investments from 2002 totals.

       Total interest expense was $ 1,111,000 for the first quarter of 2003,
a decrease of $ 333,000 from the $ 1,444,000 reported for the first quarter
of 2002.  Increases in average total deposits has been 5.7% since March 31,
2002.  Most of this growth has occurred in the interest bearing demand
deposit accounts.  Average rates on deposits have decreased eighty eight
basis points from prior year amounts.  This coupled with the fact that the
deposit growth has been concentrated in transaction accounts has caused the
bank's cost of funds to decrease 24.5% from 2002 totals.  However, asset
yields have decreased faster than corresponding decreases in cost of funds
causing the net interest margin for the first quarter of 2003 to drop 23
basis points from the first quarter of 2002.  The loan to deposit ratio was
96.2% at March 31, 2003 compared to 100% at March 31, 2002.  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 2003.  Net charge-offs were $ 65,000 during the first quarter of
2003 compared to $ 23,000 during the first quarter 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 10 of 21 pages


       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 $ 1,365,000 for the first quarter of 2003
representing a 12.6% increase over the first quarter of 2002. Increases were
primarily in service charges on deposit accounts, investment service income,
and securities gains.

       Noninterest expenses were $ 1,896,000 for the first quarter of 2003
compared to $ 1,820,000 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 27.5% and 27.6% for the first
three 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 $ 258,661,000 at March 31, 2003 compared to
$ 255,042,000 at March 31, 2002.  This represents a growth rate of
approximately 1.4%.  Internal capital generation has been the primary method
utilized to increase capital.  Total stockholders' equity was $ 32,899,000 at
March 31, 2003, representing 12.7% of total assets compared to $ 29,348,000
at March 31, 2002, which represented 11.5% 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 11 of 21 pages













                         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

                                             99        Report of Independent
                                   Accountant's on Interim Financial
                                   Statements

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

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

     (b)  Reports on Form 8-K:

        Current report on Form 8-K filed with the Commission on January 9,
        2003

        Current report on Form 8-K filed with the commission on January 24,
        2003

        Current report on Form 8-K filed with the commission on February 13,
        2003

        Current report on Form 8-K filed with the commission on April 4, 2003

                             Page 13 of 21 pages



                                 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 7, 2002





                                    /s/Franklin T. Klink, III
                                    -----------------------------
                                    Franklin T. Klink, III,
                                    Treasurer
                                    (Principal Financial Officer)


Date:  May 7, 2002





















                             Page 14 of 21 pages


                                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-14 and 15d-14)
          for the registrant and we have:

          (a)  designed such disclosure controls and procedures 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 as of a date within 90 days prior to
               the filing date of this quarterly report (the "Evaluation
               Date"); and

          (c) presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based
               on our evaluation as of the Evaluation Date.

     5.   The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation, 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 in the design or operation of the
               internal controls which could adversely affect the
               registrant's ability to record, process, summarize and report
               financial data and


                             Page 15 of 21 pages


               have identified for the registrant's auditors any material
               weaknesses in internal controls; and

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

     6.   The registrant's other certifying officer and I have indicated in
          this quarterly report whether or not there were significant
          changes in internal controls or in other factors that could
          significantly affect the internal controls subsequent to the date
          of our most recent evaluation, including any corrective actions
          with regard to significant deficiencies and material weaknesses.


Date:     May 7, 2003              By:  /s/Jeff B. Shank
          -----------                   -------------------------
                                        Jeff B. Shank,
                                        President/CEO
                                        (Principal Executive
                                        Officer)
































                             Page 16 of 21 pages
                                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-14 and 15d-14)
          for the registrant and we have:

          (a)  designed such disclosure controls and procedures 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 as of a date within 90 days prior to
               the filing date of this quarterly report (the "Evaluation
               Date"); and

          (c) presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based
               on our evaluation as of the Evaluation Date.

     5.   The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation, 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 in the design or operation of the
               internal controls which could adversely affect the
               registrant's ability to record, process, summarize and report
               financial data and

                             Page 17 of 21 pages
               have identified for the registrant's auditors any material
               weaknesses in internal controls; and

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

     6.   The registrant's other certifying officer and I have indicated in
          this quarterly report whether or not there were significant
          changes in internal controls or in other factors that could
          significantly affect the internal controls subsequent to the date
          of our most recent evaluation, including any corrective actions
          with regard to significant deficiencies and material weaknesses.


Date:     May 7, 2003              By:  /s/Franklin T. Klink, III
          -----------                   -------------------------
                                        Franklin T. Klink, III
                                        Treasurer
                                        (Principal Financial
                                        Officer)

































                             Page 18 of 21 pages

                                 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 March 31, 2003 and the related
consolidated statements of income for the three months ended March 31, 2003
and 2002 and consolidated statements of comprehensive income for the three
months ended March 31, 2003 and 2002 and consolidated statements of cash
flows for the three months ended March 31, 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
May 6, 2003






                             Page 19 of 21 pages


                              EXHIBIT 99.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OR 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, 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 final condition and results of operations of the
Company.



                                     /s/  Jeff B. Shank
                                     -----------------------------
                                     Chief Executive Officer
                                     May 7, 2003


























                             Page 20 of 21 pages


                              EXHIBIT 99.2


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OR 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, 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 final condition and results of operations of the
Company.



                                     /s/  Franklin T. Klink, III
                                     ---------------------------
                                     Chief Financial Officer
                                     May 7, 2003

























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