

                                  SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
               Securities Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement          [_]  Soliciting Material Under Rule
[_]  Confidential, For Use of the              14a-12
     Commission Only (as permitted
     by Rule 14a-6(e)(2))
[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials




                                ACNB Corporation
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)



--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[_]  No fee required.
[_]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)   Title of each class of securities to which transaction applies:

________________________________________________________________________________
2)   Aggregate number of securities to which transaction applies:

________________________________________________________________________________

3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (set forth the amount on which the filing fee is
     calculated and state how it was determined):

________________________________________________________________________________
4)   Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5)   Total fee paid:

________________________________________________________________________________
[_]  Fee paid previously with preliminary materials:

________________________________________________________________________________
[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.

     1)   Amount previously paid:

________________________________________________________________________________
     2)   Form, Schedule or Registration Statement No.:

________________________________________________________________________________
     3)   Filing Party:

________________________________________________________________________________
     4)   Date Filed:

________________________________________________________________________________


<PAGE>

                                                                  April 3, 2001


Dear Fellow Shareholders of ACNB Corporation:

         On behalf of the Board of Directors, I am pleased to invite you to
attend our Annual Meeting of Shareholders to be held on Tuesday, May 1, 2001, at
1:00 p.m., Eastern Time, at Adams County National Bank, 675 Old Harrisburg Road,
Gettysburg, Pennsylvania 17325. At the annual meeting, you will have the
opportunity to ask questions and to make comments. Enclosed with this proxy
statement is the Notice of Meeting, proxy card and ACNB Corporation's 2000
Annual Report to Shareholders.

         The principal business of the meeting is to: fix the number of
directors of the corporation at twelve; fix the number of Class 1 Directors at
four; fix the number of Class 3 Directors at five; elect four Class 1 Directors
for a term of three years; elect two Class 3 Directors for a one year term; and,
transact any other business that is properly presented at the annual meeting.
The notice of meeting and proxy statement accompanying this letter describe the
specific business to be acted upon in more detail.

         I am delighted that you have invested in ACNB Corporation, and I hope
that, whether or not you plan to attend the annual meeting, you will vote as
soon as possible by completing, signing and returning the enclosed proxy card in
the envelope provided. The prompt return of your proxy card will save the
corporation expenses involved in further communications. Your vote is important.
Voting by written proxy will ensure your representation at the annual meeting if
you do not attend in person.

         I look forward to seeing you on May 1, 2001, at the corporation's
annual meeting.

                                   Sincerely,



                                    Thomas A. Ritter
                                    President




<PAGE>

                                ACNB CORPORATION

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


         NOTICE IS HEREBY GIVEN that ACNB Corporation will hold its Annual
Meeting of Shareholders on Tuesday, May 1, 2001, at 1:00 p.m., Eastern Time, at
Adams County National Bank, 675 Old Harrisburg Road, Gettysburg, Pennsylvania
17325, to consider and vote upon the following proposals:

1.       To fix the number of directors of the corporation at twelve;
2.       To fix the number of Class 1 Directors at four;
3.       To fix the number of Class 3 Directors at five;
4.       To elect four Class 1 Directors, for a term of three years;
5.       To elect two Class 3 Directors, for a term of one year; and
6.       To transact any other business properly presented at the annual
         meeting.

         Shareholders as of March 15, 2001 are entitled to notice of the meeting
and may vote at the annual meeting, either in person or by proxy.

         Management welcomes your attendance at the annual meeting. Whether or
not you expect to attend the annual meeting in person, you are requested to
complete, sign, date and promptly return the enclosed proxy card in the
accompanying postage-paid envelope. The prompt return of your proxy card will
save the corporation expenses involved in further communications. Even if you
return a proxy card, you may vote in person if you give written notice to the
Secretary of the corporation and attend the annual meeting. Returning your proxy
card will ensure that your shares will be voted in accordance with your wishes
and that the presence of a quorum will be assured.

         The corporation's Board of Directors is distributing this proxy
statement, proxy card, and ACNB Corporation's 2000 Annual Report to Shareholders
on or about April 3, 2001.

                                             By Order of the Board of Directors,



                                             Thomas A. Ritter
                                             President

Gettysburg, Pennsylvania
April 3, 2001

                             YOUR VOTE IS IMPORTANT.

     TO VOTE YOUR SHARES, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY
        CARD AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>

                                ACNB CORPORATION
                            675 OLD HARRISBURG ROAD,
                         GETTYSBURG, PENNSYLVANIA 17325




                           OTC BB TRADING SYMBOL: ACNB



                                 PROXY STATEMENT
                       2001 ANNUAL MEETING OF SHAREHOLDERS
                              TUESDAY, MAY 1, 2001












                MAILED TO SHAREHOLDERS ON OR ABOUT APRIL 3, 2001

<PAGE>






<PAGE>

                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----
PROXY STATEMENT

<S>                                                                                                              <C>
GENERAL INFORMATION...............................................................................................1
         Date, Time and Place of the Annual Meeting...............................................................1
         Description of ACNB Corporation..........................................................................1

VOTING PROCEDURES.................................................................................................2
         Solicitation and Voting of Proxies.......................................................................2
         Quorum and Vote Required For Approval....................................................................3
         Revocability of Proxy....................................................................................4
         Methods of Voting........................................................................................4

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS.........................................................................5
         Governance...............................................................................................5
         Directors of ACNB Corporation............................................................................5
         Executive Officers of ACNB Corporation...................................................................5
         Committees and Meetings of ACNB Corporation's Board of Directors.........................................6
         Committees and Meetings of Adams County National Bank's Board of Directors...............................6
                  Audit Committee.................................................................................6
         Compensation of ACNB Corporation's and Adams County National Bank's
         Boards of Directors......................................................................................7

BOARD OF DIRECTORS' REPORT ON EXECUTIVE COMPENSATION..............................................................7
         Compensation Committee Report............................................................................7
         Chief Executive Officer Compensation.....................................................................8
         Executive Officers Compensation..........................................................................8

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.......................................................9

EXECUTIVE COMPENSATION...........................................................................................10
         Summary Compensation Table..............................................................................10
         Employment Contract with Ronald L. Hankey...............................................................11
         Employment Contract with Thomas A. Ritter...............................................................11
         Pension Plan............................................................................................12
         401(k) Plan.............................................................................................13
         Life Insurance Plan.....................................................................................14
         Executive Retirement Income Agreements..................................................................14

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................................................................15


<PAGE>


ELECTION OF DIRECTORS............................................................................................15
         Qualification and Nomination of Directors...............................................................15
         Information as to Nominees and Directors................................................................17

BENEFICIAL OWNERSHIP OF ACNB CORPORATION'S STOCK
OWNED BY PRINCIPAL OWNERS AND MANAGEMENT.........................................................................19
         Principal Shareholders..................................................................................19
         Share Ownership by the Directors, Officers and Nominees.................................................19

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE..........................................................21

STOCK PRICE PERFORMANCE GRAPH....................................................................................22

PROPOSALS........................................................................................................23
         To Fix the Number of Directors of the Corporation at Twelve.............................................23
         To Fix the Number of Class 1 Directors at Four..........................................................23
         To Fix the Number of Class 3 Directors at Five..........................................................23
         To Elect Four Class 1 Directors for a Term of Three Years...............................................23
         To Elect Two Class 3 Directors for a Term of One Year...................................................23

INDEPENDENT AUDITORS.............................................................................................24

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING....................................................................25

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING............................................................25

ADDITIONAL INFORMATION...........................................................................................25

AUDIT COMMITTEE CHARTER..................................................................................APPENDIX A
</TABLE>


<PAGE>


                                 PROXY STATEMENT
                    FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
                                ACNB CORPORATION
                                   MAY 1, 2001


                               GENERAL INFORMATION

DATE, TIME AND PLACE OF THE ANNUAL MEETING

         ACNB Corporation, a Pennsylvania business corporation and registered
bank holding company, is furnishing this proxy statement in connection with the
solicitation by the Board of Directors of proxies to be voted at the
corporation's Annual Meeting of Shareholders. The annual meeting will be held at
Adams County National Bank, 675 Old Harrisburg Road, Gettysburg, Pennsylvania
17325, on Tuesday, May 1, 2001, at 1:00 p.m., Eastern Time.

         The corporation's principal executive office is located at 675 Old
Harrisburg Road, Gettysburg, Pennsylvania 17325. The corporation's telephone
number is (717) 334-3161. All inquiries regarding the annual meeting should be
directed to John W. Krichten, Secretary/ Treasurer of ACNB Corporation at (717)
338-2258.

DESCRIPTION OF ACNB CORPORATION

         ACNB Corporation was established in 1983 as a bank holding company
under the laws of Pennsylvania and the Bank Holding Company Act of 1956. On
March 1, 1999, Farmers National Bancorp, Inc. merged into ACNB Corporation and
Farmers National Bank of Newville became a wholly-owned subsidiary of ACNB
Corporation. In October 2000, Farmers National Bank of Newville was merged into
Adams County National Bank. The corporation's primary activity consists of
owning and supervising Adams County National Bank.

         Included with this proxy statement is a copy of the corporation's
Annual Report to Shareholders for the fiscal year ended December 31, 2000. You
may obtain a copy of the annual report to Shareholders on Form 10-K, including
the financial statements and exhibits, for the 2000 fiscal year at no cost by
contacting John W. Krichten, Secretary/Treasurer, ACNB Corporation, via mail at
675 Old Harrisburg Road, Gettysburg, Pennsylvania 17325, or via telephone at
(717) 338-2258.

         We have not authorized anyone to provide you with information about the
corporation; therefore, you should rely only on the information contained in
this document or on documents to which we refer you. Although we believe we have
provided you with all the information helpful to you in your decision to vote,
events may occur at ACNB Corporation subsequent to printing this proxy statement
that might affect your decision or the value of your stock.


<PAGE>

                                VOTING PROCEDURES

SOLICITATION AND VOTING OF PROXIES

         The Board of Directors solicits this proxy for use at the corporation's
2001 annual meeting of shareholders. The corporation's directors and officers
and bank employees may solicit proxies in person or by telephone, facsimile,
telegraph or other similar means without additional compensation. Adams County
National Bank will pay the cost of preparing, assembling, printing, mailing and
soliciting proxies and any additional material that the corporation sends to its
shareholders. The corporation will make arrangements with brokerage firms and
other custodians, nominees, and fiduciaries to forward proxy solicitation
materials to the beneficial owners of stock held by these entities. Adams County
National Bank will reimburse these third parties for their reasonable forwarding
expenses.

         Only shareholders of record as of the close of business on Thursday,
March 15, 2001, (the voting record date), may vote at the annual meeting. The
corporation's records show that, as of the voting record date, 5,436,101 shares
of the corporation's common stock were outstanding. On all matters to come
before the annual meeting, shareholders may cast one vote for each share held.
Cumulative voting rights do not exist with respect to the election of directors.
As of March 15, 2001, the Board of Directors knows of no person who owns of
record or who is the beneficial owner of 5% or more of the corporation's
outstanding common stock.

         If your shares are registered directly in your name with ACNB
Corporation's transfer agent, Registrar and Transfer Company, you are
considered, with respect to those shares, the shareholder of record, and these
proxy materials are being sent directly to you by the corporation. As the
shareholder of record, you have the right to grant your voting proxy directly to
the proxy holders or to vote in person at the meeting. The corporation has
enclosed a proxy card for your use.

         If your shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of shares held in street
name, and these proxy materials are being forwarded to you by your broker or
nominee which is considered, with respect to those shares, the shareholder of
record. As the beneficial owner, you have the right to direct your broker how to
vote and you are also invited to attend the meeting. However, because you are
not the shareholder of record, you may not vote your street name shares in
person at the meeting. Your broker or nominee has enclosed a voting instruction
card for you to use in directing the broker or nominee how to vote your shares.

         By properly completing a proxy, the shareholder appoints Jennifer L.
Weaver and Harry L. Wheeler as proxy holders to vote his or her shares as
indicated on the proxy card. Any signed proxy card not specifying to the
contrary will be voted as follows:

         FOR fixing the number of Directors of the corporation at twelve;

         FOR fixing the number of Class 1 Directors at four;


                                       2
<PAGE>

         FOR fixing the number of Class 3 Directors at five;

         FOR the election of the following nominees as Class 1 Directors for a
         term of three years expiring in 2004:

o        D. Richard Guise
o        Ronald L. Hankey
o        Edgar S. Heberlig
o        Marian B. Schultz

         FOR the election of the following nominees as Class 3 Directors for a
term of one year expiring in 2002:

o        Philip P. Asper
o        Thomas A. Ritter

         The Board of Directors proposes to mail this proxy statement to the
corporation's shareholders on or about April 3, 2001.

QUORUM AND VOTE REQUIRED FOR APPROVAL

         As of the close of business on March 15, 2001, the corporation had
5,436,101 shares of common stock, par value $2.50 per share, issued and
outstanding.

         In order to hold the annual meeting, a "quorum" of shareholders must be
present. Under Pennsylvania law, the presence, in person or by proxy, of the
holders of a majority of the shares entitled to vote is necessary to constitute
a quorum for the transaction of business at the meeting. The proxy holders will
count abstentions and broker non-votes as "present" for the purpose of
determining the presence of a quorum. However, the proxy holders will not count
broker non-votes as "present" when determining the presence of a quorum for the
particular matter on which the broker has expressly not voted. If you are a
beneficial owner and do not provide the shareholder of record with voting
instructions, your shares may constitute broker non-votes. In tabulating the
voting result for any particular proposal, shares that constitute broker
non-votes are not considered entitled to vote on that proposal. Thus, broker
non-votes will not affect the outcome of any of the matters being voted upon at
the meeting. Generally, broker non-votes occur when shares held by a broker for
a beneficial owner are not voted with respect to a particular proposal because
the broker has not received voting instructions from the beneficial owner, and
the broker lacks discretionary voting power to vote such shares.

         If a quorum is present, approval to fix the number of directors of the
Board of Directors and to fix the number of directors in each class requires the
affirmative "FOR" vote of a majority of all shares present, in person or by
proxy. Abstentions and broker non-votes are not deemed to constitute "votes
cast" and, therefore, do not count either for or against the proposals.
Abstentions and broker non-votes, however, have the practical effect of reducing
the number of affirmative votes required to achieve a majority for the matter by
reducing the total number of shares voted from which the required majority is
calculated.


                                       3
<PAGE>

         If a quorum is present, the shareholders will elect the nominees for
director receiving the highest number of "FOR" votes cast by those shareholders
entitled to vote for the election of directors. The proxy holders will not cast
votes for or against any director nominees where the broker withheld authority.

REVOCABILITY OF PROXY

         Shareholders of record who sign proxies may revoke them at any time
before they are voted by:

     o    delivering written notice of the revocation to John W. Krichten,
          Secretary/Treasurer of ACNB Corporation, at 675 Old Harrisburg Road,
          Gettysburg, Pennsylvania 17325; or

     o    delivering a properly executed later-dated proxy to John W. Krichten,
          Secretary/Treasurer of ACNB Corporation, at 675 Old Harrisburg Road,
          Gettysburg, Pennsylvania 17325; or

     o    attending the meeting and voting in person after giving written notice
          to the Secretary/Treasurer of ACNB Corporation.

         YOU HAVE THE RIGHT TO VOTE AND, IF DESIRED, TO REVOKE YOUR PROXY ANY
TIME BEFORE THE ANNUAL MEETING. SHOULD YOU HAVE ANY QUESTIONS, PLEASE CONTACT
JOHN W. KRICHTEN, SECRETARY/TREASURER AT (717) 338-2258.

METHODS OF VOTING

         Voting by Proxy
         ---------------

     1.   Mark your selections.
     2.   Date your proxy card and sign your name exactly as it appears on your
          proxy card.
     3.   Mail the proxy card in the enclosed postage-paid envelope.

         Voting in Person
         ----------------

     1.   Attend the annual meeting and show proof of eligibility to vote
          (including proper identification).
     2.   Obtain a ballot.
     3.   Mark your selections.
     4.   Date your ballot and sign your name exactly as it appears in the
          corporation's transfer books.


                                       4
<PAGE>

                    BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

GOVERNANCE

         The Board of Directors oversees all of the corporation's business,
property, and affairs. The Chairman and the corporation's officers keep the
members of the Board informed of the corporation's business through discussions
at Board meetings and by providing them materials. During fiscal year 2000, the
corporation's Board of Directors held 12 meetings.

DIRECTORS OF ACNB CORPORATION

         The following table sets forth, as of March 15, 2001, (in alphabetical
order), selected information about the corporation's directors.
<TABLE>
<CAPTION>

                                                    CLASS OF        DIRECTOR            AGE AS OF
NAME                                                DIRECTOR          SINCE           MARCH 15, 2001
-----                                               --------          -----           --------------
<S>                                                    <C>            <C>                   <C>
Philip P. Asper                                        1              1988                  52
Guy F. Donaldson                                       3              1982                  69
D. Richard Guise, Vice Chairman                        1              1988                  67
Ronald L. Hankey, Chairman                             1              1975                  60
Edgar S. Heberlig                                      1              1970                  66
Wayne E. Lau                                           2              1987                  66
William B. Lower                                       3              1974                  71
Ralph S. Sandoe                                        3              1982                  73
Marian B. Schultz                                      1              1992                  51
Jennifer L. Weaver                                     2              1992                  54
Harry L. Wheeler                                       2              1987                  60
</TABLE>

EXECUTIVE OFFICERS OF ACNB CORPORATION

         The following table sets forth, as of March 15, 2001, selected
information about the corporation's executive officers, each of whom is elected
by the Board of Directors and each of whom holds office at the Board's
discretion.
<TABLE>
<CAPTION>

                                                    POSITION            NUMBER OF SHARES            AGE AS OF
NAME AND POSITION                                  HELD SINCE        BENEFICIALLY OWNED(1)       MARCH 15, 2001
-----------------                                  ----------        ---------------------       --------------
<S>                                                   <C>                    <C>                        <C>
RONALD L. HANKEY
Chairman of the Board                                 1982                   19,150                     60
Chief Executive Officer                               1982

THOMAS A. RITTER
President, effective January 1, 2001
Executive Vice President                              2000                    4,367                     49

JOHN W. KRICHTEN
Secretary                                             1982                   24,206                     54
Treasurer                                             1982
LYNDA L. GLASS
Assistant Secretary                                   1993                       64                     40
</TABLE>
-----------------

(1)      See Table entitled "Share Ownership by the Directors, Officers and
         Nominees" on page 19 for share ownership information for all officers.


                                       5
<PAGE>

COMMITTEES AND MEETINGS OF ACNB CORPORATION'S BOARD OF DIRECTORS

         During 2000, the corporation's Board of Directors held 12 meetings.
Currently, the corporation does not maintain any standing committees. The
corporation does not maintain a compensation or nominating committee; however,
the corporation's subsidiary bank maintains a standing audit committee and a
standing committee that performs the functions of a compensation committee.

         A shareholder who desires to propose an individual for consideration by
the Board of Directors as a nominee for director should submit a recommendation
in writing to the Secretary of the corporation in compliance with the
requirements of Article II, Sections 202 and 203, of the corporation's Bylaws.
Any shareholder who intends to nominate a candidate for election to the Board of
Directors must notify the Secretary of the corporation in writing not less than
14 days prior to the date of any shareholder meeting called for the election of
directors.

COMMITTEES AND MEETINGS OF ADAMS COUNTY NATIONAL BANK'S BOARD OF DIRECTORS

         During 2000, Adams County National Bank's Board of Directors held 12
meetings. The bank maintains four standing committees: Executive, Audit, Loan
and Trust.

         During 2000, the corporation's and bank's Boards of Directors each held
12 meetings. Each of the directors attended at least 75% of the combined total
number of meetings of the corporation's and of the bank's Boards of Directors
meetings and the committees of which he or she is a member, with the exception
of Director Donaldson.

         AUDIT COMMITTEE

         The Audit Committee, of which Directors Asper, Lau and Lower, are
members, held four meetings during fiscal year 2000. The Audit Committee
oversees the accounting and tax functions of the corporation and the bank,
recommends to the Board the engagement of the independent auditors for the year,
reviews with management and the auditors the plan and scope of the audit
engagement, reviews the annual financial statements of the corporation and any
recommended changes or modifications to control procedures and accounting
practices and policies, and monitors with management and the auditors the
corporation's and bank's system of internal controls and its accounting and
reporting practices. On April 4, 2000, the Board of Directors adopted a written
charter for the Audit Committee, a copy of which is attached to this proxy
statement as Appendix A.


                                       6
<PAGE>


<PAGE>


COMPENSATION OF ACNB CORPORATION'S AND ADAMS COUNTY NATIONAL BANK'S BOARDS OF
DIRECTORS

         Directors of the corporation are not compensated for their services.
Adams County National Bank does not compensate employee directors for attendance
at Board of Directors meetings or committee meetings. However, in 2000, Adams
County National Bank's non-employee directors were compensated for their
services rendered to the corporation and to Adams County National Bank as
follows:

         o        an annual retainer of $3,000;

         o        $265 per monthly meeting;

         o        committee meeting fees paid at the rate of $125 per hour with
                  a minimum payment of $125; and

         o        $250 compensation for a half-day seminar, plus expenses, if
                  applicable; and $400 compensation for a full-day seminar, plus
                  expenses, if applicable.

          In the aggregate, Adams County National Bank paid $111,340.68 to the
Board of Directors for all services rendered in 2000.

                          BOARD OF DIRECTORS' REPORT ON
                             EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

         ACNB Corporation's Board of Directors governs the corporation and its
subsidiary bank. In fulfilling its fiduciary duties, the Board of Directors acts
in the best interests of the corporation's shareholders, customers, and the
communities served by the corporation and the bank. To accomplish the
corporation's strategic goals and objectives, the Board of Directors engages
competent persons, who undertake to accomplish these objectives with integrity
and with cost-effectiveness. The Board of Directors fulfills part of its
strategic mission through the compensation of these individuals. Officers of the
corporation are not compensated. The bank provides compensation to its officers
and employees.

         The corporation seeks to offer competitive compensation opportunities
for all employees based on the individual's contribution and personal
performance. The Executive Committee, comprised of five directors, administers
the compensation program. The committee seeks to establish a fair compensation
policy to govern executive officers' base salaries and incentive plans to
attract and motivate competent, dedicated and ambitious managers, whose efforts
will enhance the corporation's products and services, the results of which will
be improved profitability, increased dividends to the corporation's
shareholders, and subsequent appreciation in the market value of the
corporation's shares.

         The committee reviews annually and recommends to the Board the
compensation of the bank's top executives, including the chief executive officer
and the other executive officers. As a guideline in determining base salaries,
the committee uses a regional financial industry salary survey which covers
financial institutions in the Pennsylvania, Maryland, Washington, D.C., and
Virginia marketplace. The referenced survey includes more institutions than are
listed on the peer group index in the performance graph.

                                       7
<PAGE>

         The Board of Directors does not deem Section 162(m) of the Internal
Revenue Code to be applicable to the corporation at this time. The Board of
Directors intends to monitor the future application of IRC Section 162(m) to the
compensation paid to its executive officers; and, in the event that this section
becomes applicable, the Board of Directors intends to amend the corporation's
and the bank's compensation plans to preserve the deductibility of the
compensation payable under the plans.

CHIEF EXECUTIVE OFFICER COMPENSATION

         The Board of Directors determined that the Chief Executive Officer's
2000 base salary of $198,500, combined with a $1,985 bonus and a salary
continuation plan payment of $47,704, is appropriate in light of ACNB
Corporation's 2000 performance accomplishments. No direct correlation exists
between the Chief Executive Officer's compensation, the Chief Executive
Officer's increase in compensation, and ACNB Corporation's 2000 performance. The
committee subjectively determines the increase in the Chief Executive Officer's
compensation based on a review of all relevant information.

EXECUTIVE OFFICERS COMPENSATION

         The committee increased the compensation of the bank's executive
officers by approximately 3% in 2000. The committee determined the increases
based on its subjective analysis of the individual's contribution to the
corporation's strategic goals and objectives. In determining whether strategic
goals have been achieved, the committee considers numerous factors, including
the following: the corporation's performance as measured by earnings, revenues,
return on assets, return on equity, market share, total assets, and
non-performing loans. Although the committee measured the performance and
increases in compensation in light of these factors, no direct correlation
exists between any specific criterion and the employees' compensation; nor does
the committee, in its analysis, attribute specific weight to any such criteria.
The committee makes a subjective determination after review of all relevant
information, including the above.

         In addition to base salary, executive officers of the banks may
participate in the bank's 401(k) plan, pension plan and bonus plan. (See pages
12-14 for more information.)

         General labor market conditions, the individual's specific
responsibilities and the individual's contributions to the corporation's success
influence total compensation opportunities available to the bank's executive
officers. The committee reviews individuals on a calendar year basis and strives
to offer compensation that is competitive with that offered by employers of
comparable size in our industry. Through these compensation policies, the
corporation strives to meet its strategic goals and objectives to its
constituencies and provide compensation that is fair and meaningful to its
executive officers.


                                       8
<PAGE>

         This report is furnished by Adams County National Bank's Executive
Committee that performs the functions of a compensation committee.

                          D. RICHARD GUISE, CHAIRPERSON
    PHILIP P. ASPER             WILLIAM B. LOWER             MARIAN B. SCHULTZ
                               JENNIFER L. WEAVER
                      RONALD L. HANKEY (EX-OFFICIO MEMBER)


                        COMPENSATION COMMITTEE INTERLOCKS
                           AND INSIDER PARTICIPATION

         Ronald L. Hankey, President and Chief Executive Officer, is an
ex-officio member of the Executive Committee which also performs the functions
of a compensation committee. Mr. Hankey makes recommendations to the Executive
Committee regarding merit raise increases for all employees based on a merit
appraisal in connection with recommendations provided by an outside consultant.
A merit review of Mr. Hankey, President and Chief Executive Officer of ACNB
Corporation and Adams County National Bank, is conducted by the Executive
Committee. Mr. Hankey does not participate in conducting his review. The merit
review is submitted to the entire Board of Directors to be voted upon.



                                       9
<PAGE>

                             EXECUTIVE COMPENSATION


         Information concerning the annual cash and non-cash compensation paid,
awarded or earned for services in all capacities to the corporation and the
banks for the fiscal years ended December 31, 2000, 1999 and 1998 of those
persons who were, as of December 31, 2000, (i) the President and Chief Executive
Officer, and (ii) the two other most highly compensated executive officers of
the corporation is set forth below. No other executive officer's total annual
salary and bonus exceeded $100,000 during 2000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                            Annual Compensation                             Long-Term Compensation
                            -------------------                             ----------------------

                                                                       Awards                    Payouts
                                                                       ------                    ------

        (a)             (b)         (c)         (d)         (e)          (f)          (g)          (h)          (i)

                                                           Other                   Securities
                                                          Annual     Restricted    Underlying                 All other
                                                          Compen-      Stock       Options/        LTIP      Compensation
 Name and Principal               Salary       Bonus      sation       Award(s)       SARs        Payouts     (1)(2)(3)
      Position          Year        ($)         ($)          $           ($)          (#)          ($)          ($)
      --------          ----        ---         ---         ---          ---          ---          ---          ---

<S>                     <C>       <C>          <C>           <C>          <C>          <C>          <C>        <C>
RONALD L. HANKEY        2000      198,500      1,985         0            0            0            0          52,860
President and Chief     1999      198,500      1,985         0            0            0            0          55,511
Executive Officer       1998      189,000      1,890         0            0            0            0          55,226
of the corporation
and of Adams County
National Bank

JOHN W. KRICHTEN        2000      102,023      1,020         0            0            0            0          12,704
Senior Vice             1999      99,052        991          0            0            0            0          13,162
President, Cashier      1998      96,157        961          0            0            0            0          13,020
and Chief Financial
Officer of the
corporation and of
Adams County
National Bank

THOMAS A. RITTER        2000      140,000      1,400         0            0            0            0          2,800
Executive Vice
President of the
corporation and of
Adams County
National Bank
</TABLE>
--------------

(1)      Includes amounts contributed by Adams County National Bank to the
         401(k) Plan of $5,156, $6,400, and $6,400 in 2000, 1999 and 1998,
         respectively, on behalf of Mr. Hankey. Includes deferred compensation
         payments (under Mr. Hankey's Salary Continuation Plan) of $47,704,
         $49,111 and $48,826 in 2000, 1999 and 1998, respectively, on behalf of
         Mr. Hankey.

(2)      Includes amounts contributed by Adams County National Bank to the
         401(k) Plan of $3,767, $3,962, and $3,846, in 2000, 1999 and 1998,
         respectively, on behalf of Mr. Krichten. Includes deferred compensation
         payments (under Mr. Krichten's Salary Continuation Plan) of $8,937,
         $9,200 and $9,174 in 2000, 1999 and 1998, respectively, on behalf of
         Mr. Krichten.

(3)      Includes amounts contributed by Adams County National Bank to the
         401(k) Plan of $2,800 in 2000, on behalf of Mr. Ritter. Mr. Ritter was
         not an employee of the corporation or Adams County National Bank during
         1999 or 1998.


                                       10
<PAGE>


EMPLOYMENT CONTRACT WITH RONALD L. HANKEY

         Effective January 1, 1998, Adams County National Bank, the corporation
and Mr. Ronald L. Hankey, President and Chief Executive Officer of the
corporation and Adams County National Bank and a member of the Boards of
Directors of the corporation and Adams County National Bank, entered into an
employment agreement for a term of three years. The agreement renews
automatically for additional one year periods unless one party provides the
other party with written notice of termination. The agreement specifies Mr.
Hankey's positions and duties, compensation and benefits, and indemnification
and termination provisions. The agreement also contains a non-competition
provision, a confidentiality provision, and a change-in-control provision.

         Under the terms of his employment agreement, Mr. Hankey serves as the
President and Chief Executive Officer of the corporation and of Adams County
National Bank and as a member of the Boards of Directors of the corporation and
of Adams County National Bank, subject to shareholder approval. The employment
agreement provided Mr. Hankey with an annual cash salary of $189,000 in 1998.
This salary may be increased in subsequent years as the Board of Directors deems
appropriate. In addition, the Boards of Directors of the corporation and Adams
County National Bank have discretion to pay a yearly bonus to Mr. Hankey. Mr.
Hankey is not entitled to receive director fees or other compensation for
serving on the corporation's and Adams County National Bank's Boards of
Directors or their committees. Mr. Hankey is also entitled to receive the
employee benefits made available by Adams County National Bank to its employees.

         The agreement with Mr. Hankey also provides that if his employment is
terminated by the corporation or Adams County National Bank, due to death,
disability or for "cause", then he is entitled to the full annual cash salary
through the date of termination. If Mr. Hankey's employment is terminated by the
corporation or Adams County National Bank other than pursuant to death,
disability or for "cause", or if Mr. Hankey terminates his employment for "good
reason", then he is entitled to his full annual cash salary from the date of
termination through the last day of the term of the agreement. If Mr. Hankey's
employment is terminated as a result of a change in control, he is entitled to
his then current cash annual salary through the last date of the term of the
agreement and will continue to participate in all employee benefit plans and
programs in which he was previously entitled to participate.

EMPLOYMENT CONTRACT WITH THOMAS A. RITTER

         Effective January 1, 2000, Adams County National Bank, the corporation
and Mr. Thomas A. Ritter entered into an employment agreement for a period of
three years. The agreement renews automatically for additional one year periods,
unless one party provides the other with written notice of termination. Pursuant
to the agreement, Mr. Ritter is employed by the corporation and Adams County
National Bank as an Executive Vice President. The agreement specifies Mr.
Ritter's position and duties, compensation and benefits, and indemnification and
termination provisions. The agreement also contains a non-competition provision,
a confidentiality provision, and a change-in-control provision.


                                       11
<PAGE>

         Pursuant to the terms of his employment agreement, Mr. Ritter serves as
an Executive Vice President of the corporation and the bank and has such other
powers and duties that may from time to time be prescribed by the Board of
Directors of the corporation and the bank. As compensation for services rendered
to the bank under the agreement, Mr. Ritter, in 2000, was entitled to receive
from the bank an annual salary of $140,000 per year . This base salary may be
increased in subsequent years as the Board of Directors deems appropriate. The
Board of Directors of the bank may, in its discretion, pay a yearly bonus to Mr.
Ritter in an amount that the Board deems appropriate to provide an incentive to
Mr. Ritter and to reward him for his performance. According to the terms of the
agreement, Mr. Ritter agreed to serve, without additional compensation, as a
director of the Board of Directors of the bank and/or the corporation, subject
to shareholder approval, and, without additional compensation, in one or more
offices of the bank and/or the corporation. Mr. Ritter is also entitled to
receive the employee benefits made available by Adams County National Bank to
its employees.

         Mr. Ritter's employment agreement provides that, if his employment is
terminated due to his death, disability or by the corporation or Adams County
National Bank for "cause", or the agreement is not renewed by the bank and the
corporation, he is entitled to his full annual salary through the date of
termination at the rate in effect at the time of termination. If Mr. Ritter
terminates his employment for "good reason" (which includes a change in control
of the corporation), he is entitled to his full annual salary from the date of
termination through the last day of the term of the agreement and he may
continue to participate in all employee benefit plans and programs in which he
was previously entitled to participate. In the event Mr. Ritter serves the full
term of his employment agreement, and the bank and the corporation do not renew
his agreement, Mr. Ritter is not entitled to any severance allowance.

         To comply with the corporation's and Adams County National Bank's
succession plans, in December 2000, the Boards of Directors voted Mr. Ritter as
President of the corporation and Adams County National Bank, effective January
1, 2001. Further, effective January 1, 2001, Mr. Ritter was appointed a director
of Adams County National Bank. Mr. Hankey will continue as the Chairman and
Chief Executive Officer of the corporation and Adams County National Bank.

PENSION PLAN

         The employees of Adams County National Bank are covered under the
bank's Group Pension Plan for Employees. The plan is a defined benefit pension
plan under the Employee Retirement Income Security Act of 1974. The plan was
restated November 1, 1998, effective January 1, 1999 and subsequently amended
effective November 1, 2000. Adams County National Bank is the plan
administrator.

         Amounts are set aside each year to fund the plan on the basis of
actuarial calculations. The amount of contribution to a defined pension plan on
behalf of a specific employee cannot be separately or individually calculated.
The total pension expense in 2000 for Adams County National Bank's plan was
$535,975. The contribution made by the bank on behalf of all employees in 2000
to the plan was $344,045. This contribution was sufficient to meet the legal
minimum funding requirements.


                                       12
<PAGE>

         Each employee of Adams County National Bank who attains the age of 20
years and 6 months and who completes 6 months of eligible service, whichever is
later, is eligible to participate in the plan on the following anniversary of
the plan. The plan generally provides for a prospective benefit at the age of 65
years for the employee's remaining lifetime with payments certain for five
years, calculated as follows: 1% of final average compensation below the
applicable Social Security Covered Compensation, and 1.3% of such earnings above
the covered compensation, the total being multiplied by years of credited
service up to a maximum of 45 years of credited service. The minimum benefit is
the amount an employee accrued as of October 31, 1998. If an employee has
completed 30 or more years of vested service, he or she is eligible to retire at
age 62 with no reduction applied to his or her benefit.

         The following table shows for different final average compensation and
for different years of vested service, the annual benefits currently payable
upon retirement at age 65 by a participating employee.
<TABLE>
<CAPTION>

                                                                      Annual Retirement Income (1)
                                                                      ------------------------
                                                                           Years of Service
            Final                             --------------------------------------------------------------------
           Average
        Compensation                                    15                25               35           45 or more
        ------------                                    --                --               --           ----------
<S>         <C>                                    <C>               <C>               <C>              <C>
            $  50,000                              $   8,796         $  14,661         $  20,525        $  26,389
               75,000                                 13,671            22,786            32,900           41,014
              100,000                                 18,546            30,911            43,275           55,639
              125,000                                 23,421            39,036            54,650           70,264
              150,000                                 28,296            47,161            66,025           84,889
              175,000                                 33,171            55,286            77,400           99,514
              200,000                                 38,046            63,411            88,775          112,221
</TABLE>

------------------

(1)      Assumes normal retirement date (age 65) occurs in 2000. Actual benefits
         may be slightly higher on account of benefits earned under the plan
         since the 1998 restatement. Later retirement dates produce smaller
         retirement benefits as Social Security Covered Compensation increases.

         Management cannot determine the extent of the benefits that any
participating employee may be entitled to receive under the plan on the date of
termination of employment because the amount of the benefits is dependent upon,
among other things, the participant's future compensation and the number of
years of vested service on the employee's date of retirement. For 2000, the
covered compensation, as reported above in the Summary Compensation Table,
includes annual cash salary only. At December 31, 2000, under the plan, Mr.
Hankey had 43 years of vested service; Mr. Krichten had 20 years of vested
service; and Mr. Ritter had 1 year of vested service.

401(K) PLAN

         Adams County National Bank maintains a defined contribution
profit-sharing 401(k) plan. Adams County National Bank is the plan sponsor and
plan administrator. Ronald L. Hankey, Chief Executive Officer of the corporation
and of Adams County National Bank, and John W. Krichten, Secretary/Treasurer of
the corporation and Senior Vice President, Cashier and Chief Financial Officer
of Adams County National Bank, are the plan trustees. The plan is subject to
certain laws and regulations under the Internal Revenue Code and participants
are entitled to certain rights and protection under the Employee Retirement
Income Security Act of 1974.


                                       13
<PAGE>

         An employee is eligible to participate in the plan after working for 6
months and attaining the age of 20 years and 6 months. An eligible employee may
elect to contribute a portion of salary and wages (other than bonuses) or other
direct remuneration to the plan. Generally, an eligible employee may not
contribute more than 15% of his or her compensation. Adams County National Bank
matches a percentage of the employee's contribution. In 2000, Adams County
National Bank's contribution equaled 100% of the employee's contribution up to a
maximum of 4% of annual salary. Effective January 1, 2000, Adams County National
Bank adopted a "safe harbor" provision for its 401(k) plan, which vests eligible
contributions immediately upon entering the plan for both employer and employee
contributions.

LIFE INSURANCE PLAN

         Adams County National Bank maintains a group term life insurance plan.
All full time bank employees are eligible to participate in the plan. The
insurance benefit for employees is calculated as 1.5 times salary, with a
maximum of $50,000.

EXECUTIVE RETIREMENT INCOME AGREEMENTS

         Adams County National Bank entered into retirement income agreements
with Mr. Hankey and other executive officers of Adams County National Bank to
provide supplemental retirement income benefits to these officers when they
reach their normal retirement date. The benefits are payable in 180 equal
monthly installments. Benefits are also payable upon disability, early
retirement, termination of service, or death. Benefit amounts will be determined
by the individual's number of years of service and compensation at retirement
age. Benefits accrue annually, but no vesting occurs until the individual
completes 10 years of service with Adams County National Bank. Estimated
liability under the agreements is accrued as earned by the employee. Adams
County National Bank is the owner and beneficiary of life insurance policies on
each officer, that, at December 31, 2000, had an aggregate cash value of
approximately $1,866,470. Adams County National Bank purchased these policies to
fund the retirement income agreements entered into with these individuals.
Further information with respect to these agreements is set forth in the Notes
to Consolidated Financial Statements contained in ACNB Corporation's 2000 Annual
Report to Shareholders which is enclosed with this proxy statement.


                                       14
<PAGE>


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The corporation and its subsidiary bank have not entered into any
material transactions, proposed or consummated, with any director or executive
officer of the corporation or the bank, or any associate of the foregoing
persons. The corporation and the bank have engaged in and intend to continue to
engage in banking and financial transactions in the ordinary course of business
with directors and officers of the corporation and the bank and their associates
on comparable terms with similar interest rates as those prevailing from time to
time for other bank customers.

         Total loans outstanding from the bank at December 31, 2000, to the
corporation's and the bank's officers and directors as a group, members of their
immediate families and companies in which they had an ownership interest of 10%
or more, amounted to $3,098,505, or approximately 5.1% of the bank's total
equity capital. The bank made these loans in the ordinary course of business,
and on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons. The
loans did not involve more than the normal risk of collection or present other
unfavorable features. The aggregate amount of indebtedness as of the latest
practicable date, February 28, 2001, to the above described group was
approximately $2,946,180.


                              ELECTION OF DIRECTORS

QUALIFICATION AND NOMINATION OF DIRECTORS

         The corporation's Articles of Incorporation and Bylaws authorize the
number of directors to be not less than 5 nor more than 25. They also provide
for three classes of directors with staggered three year terms of office that
expire at successive annual meetings. Currently, the number of directors is set
at eleven: Class 1 consists of five directors, Class 2 consists of three
directors, and Class 3 consists of three directors. However, pursuant to Article
11 of the corporation's Articles of Incorporation and Article I, Section 105 of
the corporation's Bylaws, at each shareholder meeting for the election of
directors, the shareholders determine by resolution how many directors will be
elected to serve in each class. The Board of Directors believes that it is in
the corporation's best interest to fix the number of directors to be elected at
the 2001 annual meeting at twelve. The proposed twelve member Board of Directors
will consist of four Class 1 Directors, three Class 2 Directors and five Class 3
Directors. Shareholders will elect four Class 1 Directors to serve for three
year terms that expire at the corporation's 2004 annual meeting and two Class 3
Directors to serve for one year terms that expire at the corporation's 2002
annual meeting.

         The Board of Directors nominated the four persons named below to serve
as Class 1 Directors until the 2004 annual meeting of shareholders or until
their earlier death, resignation or removal from office. All of the nominees for
Class 1 Director are presently members of the Board of Directors and all have
consented to serve another term as a director if re-elected. If any of the
nominees should be unavailable to serve for any reason, a majority of the Board
of Directors then in office may fill the vacancy until the expiration of the
term of the class of directors to which he or she was appointed.


                                       15
<PAGE>

         The proxy holders intend to vote all proxies for the election of each
of the nominees named below, unless you indicate that your vote should be
withheld from any or all of them. Each nominee elected as a director will
continue in office until his or her successor has been duly elected and
qualified, or until his or her death, resignation or retirement.

         The Board of Directors proposes the following nominees for election as
Class 1 Directors at the annual meeting:

         o        D. Richard Guise
         o        Ronald L. Hankey
         o        Edgar S. Heberlig
         o        Marian B. Schultz

         THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
PROPOSAL TO ELECT THE NOMINEES LISTED ABOVE AS CLASS 1 DIRECTORS.


         The Board of Directors nominated the two persons named below to serve
as Class 3 Directors until the 2002 annual meeting of shareholders or until
their earlier death, resignation or removal from office. Philip P. Asper is
presently a Class 1 Director and has consented to serve another term as a
director if re-elected. Thomas A. Ritter served as a Class 3 Director from 1997
until December 1999 and has consented to serve as a director if elected. If any
of the nominees should be unavailable to serve for any reason, a majority of the
Board of Directors then in office may fill the vacancy until the expiration of
the term of the class of directors to which he or she was appointed.

         The proxy holders intend to vote all proxies for the election of each
of the nominees named below, unless you indicate that your vote should be
withheld from any or all of them. Each nominee elected as a director will
continue in office until his or her successor has been duly elected and
qualified, or until his or her death, resignation or retirement.

         The Board of Directors proposes the following nominees for election as
Class 3 Directors at the annual meeting:

         o        Philip P. Asper
         o        Thomas A. Ritter

         THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
PROPOSAL TO ELECT THE NOMINEES LISTED ABOVE AS CLASS 3 DIRECTORS.


                                       16
<PAGE>

INFORMATION AS TO NOMINEES AND DIRECTORS

         Set forth below, as of March 15, 2001, is the principal occupation and
certain other information regarding the nominees and other directors whose terms
of office will continue after the annual meeting. You will find information
about their share ownership on pages 19 and 20.

CLASS 1 DIRECTORS (to serve until 2001)
-----------------

PHILIP P. ASPER            Mr. Asper, age 52, has been a member of the
                           corporation's and Adams County National Bank's Board
                           of Directors since 1988. He is a building contractor
                           in Biglerville, Pennsylvania. NOMINEE FOR CLASS 3
                           DIRECTOR

D. RICHARD GUISE           Mr. Guise, age 67, has been a member of both the
                           corporation's and Adams County National Bank's Boards
                           of Directors since 1988. He is the President of Adams
                           County Motors Corp., an automobile dealership located
                           in Gettysburg, Pennsylvania. NOMINEE FOR CLASS 1
                           DIRECTOR

RONALD L. HANKEY           Mr. Hankey, age 60, is the Chief Executive Officer of
                           the corporation and of Adams County National Bank. He
                           resigned his position as President of the corporation
                           and Adams County National Bank on January 1, 2001. He
                           has been a member of the corporation's Board of
                           Directors and has served as the Chairman of the Board
                           since 1982. Mr. Hankey has been a member of Adams
                           County National Bank's Board of Directors and has
                           served as the Chairman of the Board since 1975.
                           NOMINEE FOR CLASS 1 DIRECTOR

EDGAR S. HEBERLIG          Mr. Heberlig, age 66, has been a member of the
                           corporation's Board of Directors since March 1, 1999.
                           Mr. Heberlig is a retired farm structure salesman and
                           a retired Navy pilot. NOMINEE FOR CLASS 1 DIRECTOR

MARIAN B. SCHULTZ          Ms. Schultz, age 51, has been a member of both the
                           corporation's and Adams County National Bank's Boards
                           of Directors since 1992. She is Dean, Academic
                           Programs and Services, at Shippensburg University,
                           located in Shippensburg, Pennsylvania. NOMINEE FOR
                           CLASS 1 DIRECTOR



                                       17
<PAGE>

BOARD OF DIRECTORS - CONTINUING AS DIRECTORS

CLASS 2 DIRECTORS (to serve until 2003)
-----------------

WAYNE E. LAU                Mr. Lau, age 66, has been a member of both the
                           corporation's and Adams County National Bank's Boards
                           of Directors since 1987. Mr. Lau is a sales
                           representative for Destinations, a travel agency
                           located in East Berlin, Pennsylvania.

JENNIFER L. WEAVER         Ms. Weaver, age 54, has been a member of both the
                           corporation's and Adams County National Bank's Boards
                           of Directors since 1992. She is the Director of the
                           Gettysburg Campus of Harrisburg Area Community
                           College.

HARRY L. WHEELER           Mr. Wheeler, age 60, has been a member of the
                           corporation's Board of Directors since March 1, 1999.
                           Mr. Wheeler is the proprietor of Wheeler Drywall,
                           located in Carlisle, Pennsylvania.

CLASS 3 DIRECTORS (to serve until 2002)
-----------------

GUY F. DONALDSON           Mr. Donaldson, age 69, has been a member of the
                           corporation's Board of Directors since 1982 and of
                           Adams County National Bank's Board of Directors since
                           1981. He is a fruit grower in Ortanna, Pennsylvania.

WILLIAM B. LOWER           Mr. Lower, age 71, has been a member of the
                           corporation's Board of Directors since 1982 and of
                           Adams County National Bank's Board of Directors since
                           1974. Mr. Lower is President of Boyer Nurseries &
                           Orchards, Inc., located in Biglerville, Pennsylvania.

RALPH S. SANDOE            Mr. Sandoe, age 73, has been a member of the
                           corporation's Board of Directors since 1987 and of
                           Adams County National Bank's Board of Directors since
                           1982. Mr. Sandoe is a fruit broker in Biglerville,
                           Pennsylvania.

DIRECTOR NOMINEE
----------------

THOMAS A. RITTER           Mr. Ritter, age 49, was a member of both the
                           corporation's and Adams County National Bank's Board
                           of Directors from 1997 until his retirement from each
                           Board in December 1999. From 1986 until December
                           1999, Mr. Ritter was an insurance agent in
                           Gettysburg, Pennsylvania. Effective January 1, 2000,
                           he became an Executive Vice President of the
                           corporation and Adams County National Bank. Effective
                           January 1, 2001, he became President of the
                           corporation and Adams County National Bank. NOMINEE
                           FOR CLASS 3 DIRECTOR

                                       18
<PAGE>

                BENEFICIAL OWNERSHIP OF ACNB CORPORATION'S STOCK
                    OWNED BY PRINCIPAL OWNERS AND MANAGEMENT

PRINCIPAL SHAREHOLDERS

         As of March 15, 2001, the Board of Directors knows of no person who
owns of record or who is known by the Board of Directors to be the beneficial
owner of more than 5% of the corporation's outstanding common stock.

SHARE OWNERSHIP BY THE DIRECTORS, OFFICERS AND NOMINEES

         The following table sets forth, as of March 15, 2001, and from
information received from the respective individuals, the amount and percentage
of the common stock beneficially owned by each director, each nominee for
director, and all executive officers, directors and nominees of the corporation
as a group. Unless otherwise noted, shares are held individually and the
percentage of class is less than 1% of the outstanding common stock.
<TABLE>
<CAPTION>

NAME OF INDIVIDUAL OR                            AMOUNT AND NATURE OF            PERCENTAGE OF
IDENTITY OF GROUP                            BENEFICIAL OWNERSHIP (1)(2)             CLASS
-----------------                            --------------------                    -----

CLASS 1 DIRECTORS
-----------------
<S>                                                    <C>                            <C>
Philip P. Asper                                        5,234(3)                       --
D. Richard Guise                                       8,788(4)                       --
Ronald L. Hankey                                      19,150(5)                       --
Edgar S. Heberlig                                     28,862(6)                       --
Marian B. Schultz                                      2,050(7)                       --

CLASS 2 DIRECTORS
-----------------
Wayne E. Lau                                           4,312(8)                       --
Jennifer L. Weaver                                       600                          --
Harry L. Wheeler                                       8,361(9)                       --

CLASS 3 DIRECTORS
-----------------
Guy F. Donaldson                                       2,890                          --
William B. Lower                                      43,978(10)                      --
Ralph S. Sandoe                                        9,020(11)                      --

Thomas A. Ritter                                       4,367(12)                      --
Executive Vice President

John W. Krichten                                      24,206(13)                      --
Secretary/Treasurer

Lynda L. Glass                                            64(14)                      --
Assistant Secretary

All Officers and Directors                           161,882                       2.98%
as a Group (11 Directors,
4 Officers, 14 persons in total)
</TABLE>

                                       19
<PAGE>

-----------------

(1)      The securities "beneficially owned" by an individual are determined in
         accordance with the definitions of "beneficial ownership" set forth in
         the General Rules and Regulations of the Securities and Exchange
         Commission and may include securities owned by or for the individual's
         spouse and minor children and any other relative who has the same home,
         as well as securities to which the individual has or shares voting or
         investment power, or has the right to acquire beneficial ownership
         within 60 days after March 15, 2001. Beneficial ownership may be
         disclaimed as to certain of the securities.

(2)      Information furnished by the Directors, officers and the corporation.

(3)      These shares are held jointly with Mr. Asper's spouse.

(4)      These shares are held jointly with Mr. Guise's spouse.

(5)      Figure includes 6,228 shares held solely by Mr. Hankey; and 12,922
         shares held jointly with Mr. Hankey's spouse.

(6)      Figure includes 26,375 shares held solely by Mr. Heberlig; 2,266 shares
         held jointly with Mr. Heberlig's spouse; and 221 shares held solely by
         Mr. Heberlig's spouse.

(7)      Figure includes 700 shares held jointly with Mrs. Schultz's spouse; and
         1,350 shares held solely by Mrs. Schultz's spouse.

(8)      These shares are held jointly with Mr. Lau's spouse.

(9)      Figure includes 6,707 shares held solely by Mr. Wheeler; and 1,654
         shares held jointly with Mr. Wheeler's spouse.

(10)     Figure includes 1,072 shares held solely by Mr. Lower; 41,906 shares
         held by Mr. Lower as Trustee of the William B. Lower, Sr.; 1,000 shares
         held by Mr. William B. Lower as Trustee of the William B. Lower, Sr.
         Revocable Trust.

(11)     Figure includes 800 shares held solely by Mr. Sandoe; and 8,220 shares
         held jointly with Mr. Sandoe's spouse.

(12)     Figure includes 2,454 shares held jointly with Mr. Ritter's spouse and
         1,913 shares held solely by Mr. Ritter's spouse.

(13)     Figure includes 3,120 shares held solely by Mr. Krichten; 20,772 shares
         held jointly with Mr. Krichten's spouse; and 314 shares held as
         custodian for Mr. Krichten's daughter.

(14)     These shares are held jointly with Ms. Glass' spouse.



                                       20
<PAGE>

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires that the
corporation's officers and directors, and persons who own more than 10% of the
registered class of the corporation's equity securities, file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors, and greater than 10% shareholders are required by SEC
regulation to furnish the corporation with copies of all Section 16(a) forms
they file.

         Based solely on its review of the copies of Forms 3, 4 and 5 and
amendments thereto received by it, or written representations from certain
reporting persons that no Forms 5 were required for those persons, the
corporation believes that during the period from January 1, 2000, through
December 31, 2000, its officers and directors complied with all applicable
filing requirements.




                                       21
<PAGE>

                          STOCK PRICE PERFORMANCE GRAPH

         The Stock Price Performance Graph below shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933, as
amended, or under the Securities Exchange Act of 1934, as amended, except to the
extent we specifically incorporate this information by reference, and shall not
otherwise be deemed filed under such Acts.

         The graph compares our stock performance from January 1, 1996, through
December 31, 2000, against the performance of the S&P 500 Total Return Index and
our peer group for the same period. The peer group represented in the graph
includes the corporations listed below the graph. The graph shows the cumulative
investment return to shareholders, based on the assumption that a $100
investment was made on December 31, 1995, in each of the corporation's common
stock, the S&P 500 Total Return Index and the peer group Index, and that all
dividends were reinvested in such securities over the past five fiscal years.
Shareholder return shown on the graph below is not necessarily indicative of
future performance.










NOTE: The peer group for which information appears above includes the following
companies: CNB Financial Corporation; Citizens & Northern Corporation; Drovers
Bancshares Corporation; First Chester County Corporation; Franklin Financial
Services Corp.; Penseco Financial Services Corporation; Penns Woods Bancorp,
Inc.; PennRock Financial Services Corp.; and, Sterling Financial Corp. These
companies were selected based on the following criteria as of September 30,
2000: total assets between $385 million and $1.6 billion; market capitalization
between $42 million and $194 million; and headquarters located in Pennsylvania.


                                       22
<PAGE>

                                    PROPOSALS

1.       TO FIX THE NUMBER OF DIRECTORS OF THE CORPORATION AT TWELVE .

2.       TO FIX THE NUMBER OF CLASS 1 DIRECTORS AT FOUR .

3.       TO FIX THE NUMBER OF CLASS 3 DIRECTORS AT FIVE .

4.       TO ELECT FOUR CLASS 1 DIRECTORS FOR A TERM OF THREE YEARS .

         Nominees for Class 1 Director are:

         o        D. Richard Guise (director since 1988)
         o        Ronald L. Hankey (director since 1982)
         o        Edgar S. Heberlig (director since 1999)
         o        Marian B. Schultz (director since 1992)

         Each has consented to serve a three year term. (See page 17 for more
information.)

         If any director is unable to stand for re-election, the Board may
designate a substitute. The proxy holders will vote in favor of a substitute
nominee. The Board of Directors has no reason to believe the four nominees for
Class 1 Director will be unable to serve if elected.

         Cumulative voting rights do not exist with respect to the election of
directors. The affirmative vote of the majority of shares present (in person or
by proxy and entitled to vote at the annual meeting) is needed to elect a
director.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE FOUR
NOMINEES AS CLASS 1 DIRECTORS.



5.       TO ELECT TWO CLASS 3 DIRECTORS FOR A TERM OF ONE YEAR.

         Nominees for Class 3 Director are:

         o        Philip P. Asper (director since 1988)
         o        Thomas A. Ritter (director from 1997 to December 1999)

         Each has consented to serve a one year term. (See pages 17 and 18 for
more information.)

         If any director is unable to stand for re-election, the Board may
designate a substitute. The proxy holders will vote in favor of a substitute
nominee. The Board of Directors has no reason to believe the two nominees for
Class 3 Director will be unable to serve if elected.


                                       23
<PAGE>

         Cumulative voting rights do not exist with respect to the election of
directors. The affirmative vote of the majority of shares present (in person or
by proxy and entitled to vote at the annual meeting) is needed to elect a
director.

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE TWO
NOMINEES AS CLASS 3 DIRECTORS.

         In the election of directors, you may vote "FOR" all of the nominees or
your vote may be "WITHHELD" with respect to one or more of the nominees. For the
other proposals, you may vote "FOR", "AGAINST" or "ABSTAIN". If you "ABSTAIN",
it has the same effect as a vote "AGAINST." If you sign your proxy card or
broker voting instruction card with no further instructions, your shares will be
voted in accordance with the recommendations of the Board ("FOR" all of the
Board's nominees and "FOR" all other proposals described in this proxy
statement).

                              INDEPENDENT AUDITORS

         Stambaugh o Ness, P.C., successor to Harry Ness & Company, Certified
Public Accountants, served as the corporation's independent auditors for its
2000 fiscal year. The corporation has been advised by Stambaugh o Ness, P.C.
that none of its members have any financial interest in the corporation. In
addition to performing customary audit services, Stambaugh o Ness, P.C. assisted
the corporation and the bank with preparation of their federal and state tax
returns, and provided assistance in connection with regulatory matters, charging
the bank for such services at its customary hourly billing rates. These
non-audit services were approved by the corporation's and the bank's Boards of
Directors after due consideration of the effect of the performance thereof on
the independence of the auditors and after the conclusion by the corporation's
and the bank's Boards of Directors that there was no effect on the independence
of the auditors. The Board of Directors has engaged Stambaugh o Ness, P.C. as
the corporation's independent auditors for the fiscal year ending December 31,
2001.

         Aggregate fees billed to the corporation and the bank by Stambaugh o
Ness, P.C., the independent accountants, for services rendered during the year
ended December 31, 2000, were as follows:

                -------------------------------------------------- -------------
                Audit Fees                                         $ 60,560
                -------------------------------------------------- -------------
                Financial Information Systems                      $  4,485
                Design and Implementation Fees
                -------------------------------------------------- -------------
                All Other Fees                                     $ 18,200
                -------------------------------------------------- -------------
                TOTAL                                              $ 83,245
                -------------------------------------------------- -------------



                                       24
<PAGE>

                  SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

         In order for a shareholder proposal to be considered for inclusion in
ACNB Corporation's proxy statement for next year's annual meeting, the written
proposal must be received by the corporation no later than January 14, 2002. Any
proposal must comply with Securities and Exchange Commission regulations
regarding the inclusion of shareholder proposals in company-sponsored proxy
materials. If a shareholder proposal is submitted to the corporation after
January 14, 2002, it is considered untimely; and, although the proposal may be
considered at the annual meeting, the corporation is not obligated to include it
in the 2002 proxy statement. Similarly, in compliance with the corporation's
Bylaws, shareholders wishing to nominate a candidate for election to the Board
of Directors, must notify the Secretary in writing no later than 14 days in
advance of the meeting. Shareholders must deliver any proposals or nominations
in writing to the Secretary/Treasurer of ACNB Corporation at its principal
executive office, 675 Old Harrisburg Road, Gettysburg, Pennsylvania 17325. See
page 6 for more information about nominations to the Board of Directors.


              OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

         The Board of Directors knows of no matters other than those discussed
in this proxy statement or referred to in the accompanying Notice of Annual
Meeting of Shareholders that properly may come before the annual meeting.
However, if any other matter should be properly presented for consideration and
voting at the annual meeting or any adjournments of the meeting, the persons
named as proxy holders will vote the proxies in what they determine to be the
best interest of ACNB Corporation.


                             ADDITIONAL INFORMATION

         In accordance with Securities Exchange Act Rule 14a-3(3)(1), in the
future, ACNB Corporation intends to deliver only one annual report and proxy
statement to multiple shareholders sharing an address unless we receive contrary
instructions from one or more of the shareholders. This method of delivery is
known as "householding". Upon written or oral request, the corporation will
promptly deliver a separate copy of the annual report or proxy statement, as
applicable, to a shareholder at a shared address to which a single copy of the
documents was delivered. Further, shareholders can notify the corporation by
writing or calling John W. Krichten, Secretary/Treasurer of ACNB Corporation at
675 Old Harrisburg Road, Gettysburg, PA 17325 or (717) 338-2258 and inform us
that the shareholder wishes to receive a separate copy of an annual report or
proxy statement in the future. In addition, if you are receiving multiple copies
of the corporation's annual report or proxy statement, you may request that we
deliver only a single copy of annual reports or proxy statements by notifying us
at the above address or telephone number.



                                       25
<PAGE>


         Upon written request of any shareholder, a copy of ACNB Corporation's
annual report on Form 10-K for its fiscal year ended December 31, 2000,
including the financial statements and the schedules thereto, required to be
filed with the Securities and Exchange Commission pursuant to Rule 13a-1 under
the Securities Exchange Act of 1934, may be obtained, without charge, from John
W. Krichten, Secretary/Treasurer of ACNB Corporation, 675 Old Harrisburg Road,
Gettysburg, Pennsylvania 17325.



<PAGE>

                                                                  APPENDIX A

                                                                  April 4, 2000

                                ACNB CORPORATION
                                 AUDIT COMMITTEE
                        OF THE BOARD OF DIRECTORS CHARTER


ORGANIZATION
The Audit Committee is a committee of outside members of the Board of Directors.
Its function is to assist the board in fulfilling its oversight responsibilities
by reviewing the financial information which will be provided to any
governmental body, the shareholders, or the public, the systems of internal
controls which management and the Board of Directors have established, and the
audit process.

PURPOSE
The primary function of the Audit Committee is to assist the Board of Directors
by reviewing: the financial reports and other financial information provided by
the Corporation to any governmental body, the shareholders, or the public; the
Corporation's systems of internal controls regarding finance, accounting, legal
compliance and ethics that management and the Board have established; and the
Corporation's auditing, accounting and financial reporting processes. Consistent
with this function, the Audit Committee should encourage continuous improvement
of, and should foster adherence to, the Corporation's policies, procedures and
practices at all levels.

COMPOSITION
The number of board members serving on the Audit Committee shall be determined
and appointed by the Board of Directors, each of whom shall be outside
directors, and free from any relationship that, in the opinion of the Board,
would interfere with the exercise of their independent judgment as a member of
the Committee. A Chair is elected by the full board.

MEETINGS
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management, the director of the
internal auditing department and the independent accountants to discuss any
matters that the Committee or each of these groups believe should be discussed
privately. In addition, the Committee, or at least its Chair, should meet with
the independent accountants and management annually to review the Corporation's
financial reports.

RESPONSIBILITIES AND DUTIES
In carrying out its responsibilities, the Audit Committee believes its policies
and procedures should remain flexible, in order to best react to changing
conditions and ensure to the directors and shareholders that the corporate
accounting and reporting practices of the corporation are in accordance with all
requirements.

THE AUDIT COMMITTEE'S DUTIES AND RESPONSIBILITIES ARE DESIGNATED BY THE FIVE
CATEGORIES LISTED BELOW:

1.       DOCUMENTS/REPORTS REVIEW

         o        Review and update this Charter periodically, at least
                  annually, as conditions dictate.

         o        Review the organization's annual financial statements and any
                  reports or other financial information submitted to any
                  governmental body, shareholders, or the public, including any
                  certification, report, opinion, or review rendered by the
                  independent accountants.


                                       A-1
<PAGE>

         o        Review the regular internal reports to management prepared by
                  the internal auditing department and management's response.

         o        Review with financial management and the independent
                  accountants the 10-Q prior to its filing or prior to the
                  release of earnings. The Chair of the Committee may represent
                  the entire Committee for purposes of this review.

         o        Maintain and submit the minutes of all meetings of the Audit
                  Committee to, or discuss the matters discussed at each
                  Committee meeting with, the Board of Directors.

2.       INDEPENDENT ACCOUNTANTS

         o        Review and appraise the audit efforts of the Corporation's
                  independent accountants and internal auditing department.

         o        Provide an open avenue of communication with the independent
                  accountants.

         o        On an annual basis, the Committee should review and discuss
                  with the accountants all significant relationships the
                  accountants have with the Corporation to determine the
                  independence of the internal auditor and accountant.

         o        Review the performance of the independent accountants and
                  approve any proposed discharge of the independent accountants
                  when circumstances warrant.

         o        Review with management and the independent accountant at the
                  completion of the annual examination:

                  1.       The Corporation's annual financial statements and
                           related footnotes.

                  2.       The independent accountant's audit of the financial
                           statements and their report thereon.

                  3.       Any significant changes required in the independent
                           accountant's audit plan.

                  4.       Any serious difficulties or disputes with management
                           encountered during the course of the audit.

         o        Review the internal audit function of the Corporation
                  including the independence and authority of its reporting
                  obligations, the proposed audit plans for the coming year, and
                  the coordination of such plans with the independent
                  accountants.

         o        Provide sufficient opportunity for the internal and
                  independent auditors to meet with the members of the audit
                  committee without members of management present. Among the
                  items to be discussed in these meetings are the independent
                  auditors' evaluation of the Corporation's financial,
                  accounting, and internal controls.

3.       FINANCIAL REPORTING PROCESS

         o        In consultation with the independent accountants and the
                  internal auditors, review the integrity of the organization's
                  financial reporting processes, both internal and external.

         o        Review any differences in the independent accountant's
                  judgments relating to the interpretation of the Corporation's
                  accounting principles as applied in its financial reporting.

         o        Review and approve, if appropriate, major changes to the
                  Corporation's auditing and accounting principles and practices
                  as suggested by the independent accountants, management, or
                  the internal auditing department.

         o        Review with management, the independent accountant, and the
                  director of internal auditing the financial report before it
                  is filed with the SEC or other regulators.

         o        Receive prior to each meeting, a summary of findings from
                  completed internal audits and a progress report on the
                  proposed internal audit plan, with explanations for any
                  deviations from the original plan.

                                      A-2
<PAGE>

         o        Review the financial statements contained in the annual report
                  to shareholders with management and the independent auditors
                  to determine that the independent auditors are satisfied with
                  the disclosure and content of the financial statements to be
                  presented to the shareholders. Any changes in accounting
                  principles should be reviewed.

         o        Serve as an independent and objective party to monitor the
                  Corporation's financial reporting process and internal control
                  system.

4.       PROCESS IMPROVEMENT

         o        Review any significant disagreement among management and the
                  independent accountants or the internal auditing department in
                  connection with the preparation of the financial statements.

         o        Review with the independent accountants, the internal auditing
                  department and management the extent to which changes or
                  improvements in financial or accounting practices, as approved
                  by the Audit Committee, have been implemented.

         o        Inquire of management, the director of internal auditing, and
                  the independent accountant about significant risks or
                  exposures and assess the steps management has taken to
                  minimize such risk to the Corporation.

         o        Consider, in consultation with the independent accountant and
                  the director of internal auditing, the audit scope and plan of
                  the internal auditors.

         o        Review with the director of internal auditing and the
                  independent accountant the coordination of audit effort to
                  assure completeness of coverage, reduction of redundant
                  efforts, and the effective use of audit resources.

         o        Consider and review with the independent accountant and the
                  director of internal auditing:

                  1.       The adequacy of the Corporation's internal controls
                           including computerized information, system controls
                           and security.

                  2.       Any related significant findings and recommendations
                           of the independent accountant and internal auditing
                           together with management's responses thereto.

                  3.       Any difficulties encountered in the course of their
                           audits, including any restrictions on the scope of
                           their work or access to required information.

                  4.       Any changes required in the planned scope of their
                           audit plan.

                  5.       The internal auditing department charter.

5.       ETHICAL AND LEGAL COMPLIANCE


         o        Establish, review and update periodically a Code of Ethical
                  Conduct and ensure that management has established a system to
                  enforce this Code.

         o        Review activities, organizational structure, and
                  qualifications of the internal audit department.

         o        Review, with the organization's counsel, any legal matter that
                  could have a significant impact on the organization's
                  financial statements, related corporation compliance policies,
                  and programs and reports received from regulators.

         o        Reviewing the powers of the Committee annually and reporting
                  and making recommendations to the Board of Directors on these
                  responsibilities.

         o        Report Committee actions to the Board of Directors with such
                  recommendations as the Committee may deem appropriate.

         o        The Audit Committee shall have the power to conduct or
                  authorize investigations into any matters within the
                  Committee's scope of responsibilities. The Committee shall be
                  empowered to retain independent counsel, accountants, or
                  others to assist in the conduct of any investigation.

         o        Review and concur in the appointment, replacement,
                  reassignment, or dismissal of the internal auditor.

         o        The Committee will perform such other functions as assigned by
                  law, the company's charter or bylaws, or the Board of
                  Directors.

                                      A-3
<PAGE>

                                ACNB CORPORATION

                                  FORM OF PROXY

                         ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 1, 2001

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby constitutes and appoints Jennifer L. Weaver and
Harry L. Wheeler and each or either of them, proxies of the undersigned, with
full power of substitution to vote all of the shares of ACNB Corporation that
the undersigned shareholder may be entitled to vote at the Annual Meeting of
Shareholders to be held at 675 Old Harrisburg Road, Gettysburg, Pennsylvania
17325, on Tuesday, May 1, 2001, 1:00 p.m., Eastern Time, and at any adjournment
or postponement of the meeting, as indicated upon the matters referred to in the
proxy statement, and upon any matters which may properly come before the annual
meeting:


1.       TO FIX THE NUMBER OF DIRECTORS OF ACNB CORPORATION AT TWELVE.

                  [ ]  FOR            [ ]  AGAINST         [ ] ABSTAIN

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.


2.       TO FIX THE NUMBER OF CLASS 1 DIRECTORS AT FOUR.

                  [ ]  FOR            [ ]  AGAINST         [ ] ABSTAIN

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.


3.       TO FIX THE NUMBER OF CLASS 3 DIRECTORS AT FIVE.

                  [ ]  FOR            [ ]  AGAINST         [ ] ABSTAIN

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.


<PAGE>


4.       TO ELECT FOUR CLASS 1 DIRECTORS TO SERVE FOR A THREE YEAR TERM.

                  D. RICHARD GUISE                      RONALD L. HANKEY
                  EDGAR S. HEBERLIG                     MARIAN B. SCHULTZ

         [ ]      FOR all nominees                [ ]   WITHHOLD AUTHORITY
                  listed above (except                  to vote for all nominees
                  as marked to the contrary below)      listed above

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE NOMINEES.

         (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
         WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

         -----------------------------------------------------------------------

5.       TO ELECT TWO CLASS 3 DIRECTORS TO SERVE FOR A ONE YEAR TERM.

                  PHILIP P. ASPER                       THOMAS A. RITTER

         [ ]      FOR all nominees                [ ]   WITHHOLD AUTHORITY
                  listed above (except                  to vote for all nominees
                  as marked to the contrary below)      listed above

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE NOMINEES.

         (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
         WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

         -----------------------------------------------------------------------

6.       IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO VOTE
         UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY
         ADJOURNMENT OR POSTPONEMENT OF THE MEETING.

THIS PROXY, WHEN PROPERLY SIGNED AND DATED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSALS 1, 2, and 3.


Dated:                       , 2001               ------------------------------
       ----------------------                              Signature

                                                  ------------------------------
Number of Shares Held of Record                            Signature
on March 15, 2001

---------------------------

THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY TO
ACNB CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD SIGN.
:122866

