<SUBMISSION>
<ACCESSION-NUMBER>0001135428-04-000144
<TYPE>DEF 14A
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20040505
<FILING-DATE>20040331
<EFFECTIVENESS-DATE>20040331
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACNB CORP
<CIK>0000715579
<ASSIGNED-SIC>6022
<IRS-NUMBER>232233457
<STATE-OF-INCORPORATION>PA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>DEF 14A
<ACT>34
<FILE-NUMBER>000-11783
<FILM-NUMBER>04704466
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>675 OLD HARRISBURG RD
<STREET2>P O BOX 3129
<CITY>GETTYSBURG
<STATE>PA
<ZIP>17325
<PHONE>7173343161
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>P O BOX 3129
<STREET2>675 OLD HARRISBURG RD
<CITY>GETTYSBURG
<STATE>PA
<ZIP>17325
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>acnb_def14a.txt
<TEXT>
                                  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  [ X ]
Filed by a Party other than the Registrant  [   ]

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


                                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):
[ X ]    No fee required
[   ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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>


 March 29, 2004


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 Wednesday, May 5, 2004,
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 the proxy
statement is the notice of meeting, proxy card, ACNB Corporation's 2003 Annual
Review, and ACNB Corporation's 2003 Annual Report on Form 10-K.

         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 2 Directors at three; fix the number of Class 3
Directors at five; elect four Class 1 Directors for a term of three years; elect
one Class 3 Director for a term of one year; 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 5, 2004, at the corporation's
annual meeting.

                                          Sincerely,

                                          /s/ Thomas A. Ritter

                                          Thomas A. Ritter
                                          President & Chief Executive Officer





<PAGE>










                                ACNB CORPORATION


                           OTC BB TRADING SYMBOL: ACNB






                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                       AND

                                 PROXY STATEMENT

                                      2004












                                  www.acnb.com


<PAGE>



                                TABLE OF CONTENTS


                                                                           PAGE

Notice of Annual Meeting OF SHAREHOLDERS
PROXY STATEMENT................................................................1
GENERAL INFORMATION............................................................1
VOTING PROCEDURES..............................................................1
GOVERNANCE OF THE CORPORATION..................................................3
ELECTION OF DIRECTORS..........................................................6
SHARE OWNERSHIP ...............................................................9
COMPENSATION AND PLAN INFORMATION.............................................11
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.................16
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION...................18
REPORT OF THE AUDIT COMMITTEE.................................................18
SHAREHOLDER RETURN PERFORMANCE GRAPH..........................................20
INDEPENDENT PUBLIC ACCOUNTANTS................................................21
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.......................22
PROPOSALS.....................................................................23
ADDITIONAL INFORMATION........................................................24
OTHER MATTERS.................................................................24







                                 Proxy Statement
       Dated and to be mailed to shareholders on or about March 29, 2004.

<PAGE>



                                ACNB CORPORATION
                                16 Lincoln Square
                         Gettysburg, Pennsylvania 17325
                                 (717) 334-3161

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD ON MAY 5, 2004

TO THE SHAREHOLDERS OF ACNB Corporation:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of ACNB
Corporation will be held at Adams County National Bank, 675 Old Harrisburg Road,
Gettysburg, Pennsylvania 17325 on Wednesday, May 5, 2004, at 1:00 p.m.,
prevailing time, for the purpose of considering and voting upon the following
matters:

     1. To fix the number of directors of the corporation at twelve (12);
     2. To fix the number of directors in Class 1 Directors at four (4);
     3. To fix the number of directors in Class 2 Directors at three (3);
     4. To fix the number of directors in Class 3 Directors at five (5);
     5. To elect four (4) Class 1 Directors to serve for a three-year term and
        until their successors are elected and qualified;
     6. To elect one (1) Class 3 Director to serve for a one-year term and until
        his successor is elected and qualified; and,
     7. To transact such other business as may properly come before the meeting
        and any adjournment or postponement thereof.

         Only those shareholders of record, at the close of business on March
15, 2004, are entitled to notice of and to vote at the meeting.

         Please promptly sign the enclosed proxy and return it in the enclosed
postage-paid envelope. We cordially invite you to attend the meeting. Your proxy
is revocable, and you may withdraw it at any time prior to it being voted. You
may deliver notice of revocation or deliver a later dated proxy to the Secretary
of the corporation before the vote at the meeting.

         The corporation's Board of Directors is distributing the proxy
statement, proxy card, ACNB Corporation's 2003 Annual Review, and ACNB
Corporation's 2003 Annual Report on Form 10-K on or about March 29, 2004.

                                            BY ORDER OF THE BOARD OF DIRECTORS,

                                            /s/ Thomas A. Ritter

                                            Thomas A. Ritter
                                            President & Chief Executive Officer

Gettysburg, Pennsylvania
March 29, 2004

                             YOUR VOTE IS IMPORTANT.
             PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY CARD.


<PAGE>


                                 PROXY STATEMENT

                               GENERAL INFORMATION

Date, Time and Place of the Annual Meeting

         ACNB Corporation, a Pennsylvania business corporation and registered
financial holding company, furnishes 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 of shareholders
will be held on May 5, 2004, at 1:00 p.m. at Adams County National Bank, 675 Old
Harrisburg Road, Gettysburg, Pennsylvania 17325. Included with this proxy
statement is a copy of ACNB Corporation's 2003 Annual Review and ACNB
Corporation's 2003 Annual Report on Form 10-K for the fiscal year ended December
31, 2003.

         The corporation's principal executive office is located at 16 Lincoln
Square, 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. ACNB
Corporation's wholly-owned subsidiary is Adams County National Bank. Farmers
National Bank of Newville is a division of Adams County National Bank. The
corporation's primary activity consists of owning and supervising its banking
subsidiary.

         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.

                                VOTING PROCEDURES

Solicitation and Voting of Proxies

         The Board of Directors solicits this proxy for use at the corporation's
2004 annual meeting of shareholders. The corporation's directors and officers
and bank employees may solicit proxies in person or by telephone, facsimile,
email or other similar electronic 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. This proxy statement and the related proxy card
are being distributed on or about March 29, 2004.

          Shareholders of record at the close of business on Monday, March 15,
2004 (the voting record date), are entitled to vote at the meeting.


<PAGE>



          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.

         You can vote your shares by completing and returning a written proxy
card. You can also vote in person at the meeting. Submitting your voting
instructions by returning a proxy card will not affect your right to attend the
meeting and vote. The method by which you vote will in no way limit your right
to vote at the annual meeting, if you later decide to attend in person.

         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, unless you obtain a proxy executed in your favor, from
the holder of record. 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, you appoint Philip P. Asper and Harry
L. Wheeler as proxy holders to vote your shares, indicated on the proxy card.
Any signed proxy card not specifying to the contrary will be voted FOR:

     o Fixing the number of directors of the corporation at twelve (12);
     o Fixing the number of directors in Class 1 Directors at four (4);
     o Fixing the number of directors in Class 2 Directors at three (3);
     o Fixing the number of directors in Class 3 Directors at five (5);
     o Electing four (4) Class 1 Directors to serve for a three-year term and
       until their successors are elected and qualified;
     o Electing one (1) Class 3 Director to serve for a one-year term and until
       his successor is elected and qualified; and,
     o Transacting such other business as may properly come before the meeting
       and any adjournment or postponement thereof.

          You may revoke your written proxy by delivering written notice of
revocation to John W. Krichten, Secretary/Treasurer of the corporation, or by
executing a later dated proxy and giving written notice of the revocation to Mr.
Krichten at any time before the proxy is voted at the meeting. Proxy holders
will vote shares represented by proxies on the accompanying proxy, if properly
signed and returned, in accordance with instructions of shareholders.

         Although the Board of Directors knows of no other business to be
presented, in the event that any other matters are properly brought before the
meeting, any proxy given pursuant to this solicitation will be voted in
accordance with the recommendations of the Board of Directors.


<PAGE>



         The Board of Directors proposes to mail this proxy statement to the
corporation's shareholders on or about March 29, 2004.

Quorum and Vote Required for Approval

          As of the close of business on March 15, 2004, the corporation had
5,436,101 shares of common stock, par value $2.50 per share, issued and
outstanding.

          A majority of the outstanding shares of common stock, represented in
person or by proxy, constitutes a quorum for the conduct of business. Under
Pennsylvania law and ACNB Corporation's bylaws, the presence of a quorum is
required for each matter to be acted upon at the meeting. Votes withheld and
abstentions are counted in determining the presence of a quorum for a particular
matter. Broker non-votes are not counted in determining the presence of a quorum
for a particular matter as to which the broker withheld authority. Each share is
entitled to one vote on all matters submitted to a vote of the shareholders. All
matters to be voted upon by the shareholders require the affirmative vote of a
majority of shares voted, in person or by proxy, at the annual meeting, except
in cases where the vote of a greater number of shares is required by law or
under ACNB Corporation's Articles of Incorporation or Bylaws. In the case of the
election of directors, the candidates receiving the highest number of votes are
elected. Shareholders are not entitled to cumulate votes for the election of
directors.

          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.

          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.

                          GOVERNANCE OF THE CORPORATION

         Our Board of Directors believes that the purpose of corporate
governance is to ensure that we maximize shareholder value in a manner
consistent with legal requirements and the highest standards of integrity. The
Board has adopted and adheres to corporate governance practices which the Board
and senior management believe promote this purpose, are sound, and represent
best practices. We continually review these governance practices, Pennsylvania
law (the state in which we are incorporated), the rules and listing standards of
the OTC Bulletin Board, SEC regulations, as well as best practices suggested by
recognized governance authorities.

         Currently, our Board of Directors has 11 members. Under the SEC and
NASD standards for independence, all non-employee directors meet the standards
for independence. This constitutes more than a majority of our Board of
Directors. Only independent directors serve on our Audit Committee.


<PAGE>



Directors of ACNB Corporation

         The following table sets forth, as of March 15, 2004 (in alphabetical
order), selected information about the corporation's directors.
<TABLE>
<CAPTION>
<S>                                                    <C>            <C>                   <C>
                                                    Class of        Director            Age as of
Name                                                Director          Since           March 15, 2004
-----                                               --------          -----           --------------
Philip P. Asper                                        3              1988                  55
Guy F. Donaldson                                       3              1982                  72
Frank Elsner, III                                      3              2002                  43
D. Richard Guise, Vice Chairman                        1              1988                  70
Ronald L. Hankey, Chairman                             1              1982                  63
Edgar S. Heberlig                                      1              1999                  69
Wayne E. Lau                                           2              1987                  69
Thomas A. Ritter                                       3              2001                  52
Marian B. Schultz                                      1              1992                  54
Jennifer L. Weaver                                     2              1992                  57
Harry L. Wheeler                                       2              1999                  63
</TABLE>


Executive Officers of ACNB Corporation

         The following table sets forth, as of March 15, 2004, selected
information about the corporation's executive officers, each of whom is
appointed by the Board of Directors and each of whom holds office at the Board's
discretion.

                                   Position Age as of
Name and Position                       Held Since        March 15, 2004
-----------------                       ----------        --------------
Ronald L. Hankey
Chairman of the Board                      1982                  63
Chief Executive Officer(1)                 1982
Thomas A. Ritter
Chief Executive Officer(1)                 2003                  52
President                                  2001
Lynda L. Glass
Executive Vice President                   2003                  43
John W. Krichten
Secretary                                  1982                  57
Treasurer                                  1982
----------------------
(1) Mr. Ritter assumed the responsibilities of Chief Executive Officer effective
December 31, 2003.


<PAGE>



Meetings and Committees of the Board of Directors

          The Board of Directors of ACNB Corporation met 12 times during 2003.
The corporation maintains an Audit Committee and an Executive Committee which
performs the functions of a nominating committee as well as the functions of a
compensation committee. A total of 26 Board and committee meetings of the
corporation's Board of Directors were held in 2003. During 2003, each of the
directors attended at least 75% of the combined total number of meetings of the
corporation's Board of Directors meetings and the committees of which he or she
was a member, with the exception of Director Donaldson. A majority of our
Directors attended the 2003 Annual Meeting of Shareholders, and we expect that
they will all attend the 2004 annual meeting.

          Audit Committee. Members of the Audit Committee during 2003 were
Directors Asper, Lau, and Wheeler. Each of these Directors is "independent" as
defined in the SEC and NASD standards for independence. The principal duties of
the Audit Committee, as set forth in its charter which is attached to this proxy
statement as Appendix A, include reviewing significant audit and accounting
principles, policies and practices; reviewing performance of internal auditing
procedures; reviewing reports of examination received from regulatory
authorities; and, recommending, annually, to the Board of Directors the
engagement of an independent public accountant. The committee met four times
during 2003.

          Executive Committee. Members of the Executive Committee during 2003
were Directors Asper, Guise, Lau, Schultz, and Weaver. In addition, Ronald L.
Hankey, Thomas A. Ritter, and Lynda L. Glass serve as ex-officio members of this
committee. The principal duties of the Executive Committee are to act on behalf
of the Board between meetings; to evaluate potential Board candidates; to
establish policies concerning compensation plans; and, to evaluate governance
issues and strategic plans. The committee met 10 times in 2003.

Shareholder Communications

         The Board of Directors has a formal shareholder communications process
for the submission of shareholder proposals and nomination of directors, as
described below. In addition, shareholders may contact any member of the Board
personally, by telephone or by written correspondence, including email. Written
communications received by the corporation from shareholders are shared with the
full Board as deemed appropriate.

Submission of Shareholder Proposals

         In order for a shareholder proposal (other than director nominations)
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 November 29, 2004. All proposals 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 November 29, 2004, 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 2005 proxy statement.

Nomination of Directors

          Currently, the corporation does not have a standing nominating
committee. Recommendations to the Board of Directors as to the nominees for
election as directors at the annual meeting of the shareholders are provided by
the Executive 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


<PAGE>



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.

Employee Code of Ethics

         Since May 1994, Adams County National Bank has had a Conflict of
Interest/Code of Ethics. In 2004, as required by law and regulation, the
corporation's Board of Directors adopted a Code of Ethics which is applicable to
our directors, officers, and employees.

         The Code of Ethics encourages individuals to report any conduct that
they believe in good faith to be an actual or apparent violation of the Code of
Ethics. The Board periodically receives reports on our compliance program. We
have filed a copy of the Code of Ethics with the SEC as an exhibit to our 2003
Annual Report on Form 10-K.

                              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 five and not more than 25. They also
provide for three classes of directors with staggered three-year terms of office
that expire at successive annual meetings. Pursuant to Article II, Section 205,
of the corporation's Bylaws, directors who reach the age of 72, prior to the
date of the annual meeting when such director's term expires, may not stand for
re-election to the Board of Directors. Currently, the number of directors is set
at eleven: Class 1 consists of four directors, Class 2 consists of three
directors, and Class 3 consists of four 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 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
2004 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 2007 annual meeting and one
Class 3 Director to serve for a one-year term that expires at the corporation's
2005 annual meeting.

          The Board of Directors nominated the four persons named below to serve
as Class 1 Directors until the 2007 annual meeting of shareholders or until
their earlier death, resignation, or removal from office. 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. The Board of
Directors also nominated Daniel W. Potts to serve as a Class 3 Director until
the 2005 annual meeting of shareholders or until his earlier death, resignation,
or removal from office. Mr. Potts is not currently a member of the Board of
Directors, but 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 successor has been duly elected and qualified, or
until his death, resignation, or retirement.


<PAGE>



          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 proposes the following nominee for election as
Class 3 Director at the annual meeting:

o        Daniel W. Potts

          The Board of Directors recommends that shareholders vote FOR the
proposal to elect the nominee listed above as a Class 3 Director.

Information as to Nominees and Directors

          Set forth below, as of March 15, 2004, are 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 page 10.

Class 1 Directors (to serve until 2004)
And Nominees (to serve until 2007)

D. Richard Guise    Mr. Guise, age 70, has been a member of both the
                    corporation's and Adams County National Bank's Boards of
                    Directors since 1988. Mr. Guise has served as the Vice
                    Chairman of the corporation and Adams County National Bank
                    since 1998. He was the President of Adams County Motors
                    Corp., an automobile dealership located in Gettysburg,
                    Pennsylvania, until September 2001. He is now retired.

Ronald L. Hankey    Mr. Hankey, age 63, is the Chairman of the corporation.  He
                    served as the corporation's Chief Executive Officer from
                    1982 until December 31, 2003. He also served as the
                    corporation's President from 1982 until December 31, 2000.
                    He served as Adams County National Bank's President from
                    1975 until December 31, 2000. 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.

Edgar S. Heberlig   Mr. Heberlig, age 69, has been a member of the corporation's
                    Board of Directors since March 1, 1999, and of Adams County
                    National Bank's Board of Directors since October 1, 2000. He
                    served as a director of Farmers National Bank of Newville
                    from 1970 to October 1, 2000. Mr. Heberlig is a retired farm
                    structure salesman and a retired Navy pilot.


<PAGE>



Marian B. Schultz   Ms. Schultz, age 54, 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.

Class 2 Directors (to serve until 2006)

Wayne E. Lau        Mr. Lau, age 69, has been a member of both the corporation's
                    and Adams County National Bank's Boards of Directors since
                    1987. Mr. Lau is a retired sales representative for
                    Destinations, a travel agency located in East Berlin,
                    Pennsylvania.

Jennifer L. Weaver  Ms. Weaver, age 57, has been a member of both the
                    corporation's and Adams County National Bank's Boards of
                    Directors since 1992. She is the Dean of the Gettysburg
                    Campus of Harrisburg Area Community College.

Harry L. Wheeler Mr. Wheeler, age 63, has been a member of the corporation's
                     Board of Directors since March 1, 1999, and of Adams County
                     National Bank's Board of Directors since October 1, 2000.
                     He served as a director of Farmers National Bank of
                     Newville from 1987 until October 1, 2000. Mr. Wheeler is
                     the proprietor of Wheeler Drywall, located in Carlisle,
                     Pennsylvania.

Class 3 Directors (to serve until 2005)

Philip P. Asper     Mr. Asper, age 55, has been a member of the corporation's

Guy F. Donaldson    Mr. Donaldson, age 72, 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, and in 2002 and
                    2003 served as President of the Pennsylvania Farm Bureau.

Frank Elsner, III   Mr. Elsner, age 43, has been a member of both the
                    corporation's and Adams County National Bank's Boards of
                    Directors since May 2002. He is the President and Chief
                    Executive Officer of Elsner Engineering Works, Inc., an
                    engineering and manufacturing company located in Hanover,
                    Pennsylvania.

Thomas A. Ritter   Mr. Ritter, age 52, served as Executive Vice President of the
                   corporation and of Adams County National Bank from January
                   1, 2000, until December 31, 2000. Effective January 1, 2001,
                   he became President of the corporation and President and
                   Chief Executive Officer of Adams County National Bank.
                   Effective December 31, 2003, Mr. Ritter became the
                   corporation's Chief Executive Officer. He has been a member
                   of both the corporation's Board of Directors and Adams
                   County National Bank's Board of Directors since 2001. Mr.
                   Ritter had previously served as a member of both the
                   corporation's and Adams County National Bank's Boards 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.


<PAGE>



Nominee for Class 3 Director (to serve until 2005)
----------------------------

Daniel W. Potts     Mr. Potts, age 51, is a nominee for Class 3 Director.  Mr.
                    Potts is currently the Chief Operating Officer of BaRe
                    Investments, B.V., a Netherlands company, where he is
                    responsible for the development and growth of real estate
                    investment portfolios in the United States, South America,
                    and the Caribbean. He has 25 years of global business
                    experience including ten years with Big 5 consulting firms.
                    If elected to the Board of Directors, Mr. Potts will be
                    named as the corporation's audit committee financial expert.

                                 SHARE OWNERSHIP

Principal Shareholders

         As of March 15, 2004, the Board of Directors knows of no person who
owns of record or who is known to be the beneficial owner of more than 5% of the
corporation's outstanding common stock.

Beneficial Ownership of Executive Officers, Directors and Nominees

         The following table sets forth, as of March 15, 2004, 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.

         Beneficial ownership of shares of ACNB Corporation common stock is
determined in accordance with Securities and Exchange Commission Rule 13d-3,
which provides that a person should be credited with the ownership of any stock
held, directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares:

     o Voting power, which includes the power to vote or to direct the voting of
       the stock; or,
     o Investment power, which includes the power to dispose or direct the
       disposition of the stock; or,
     o The right to acquire beneficial ownership within 60 days after March 15,
       2004.

          Unless otherwise indicated in a footnote appearing below the table,
all shares reported in the table below are owned directly by the reporting
person. The number of shares owned by the directors, nominees, and executive
officers is rounded to the nearest whole share.

<PAGE>


Name of Individual or              Amount and Nature of          Percentage of
Identity of Group                 Beneficial Ownership (1)           Class
-----------------                 --------------------               -----
Class 1 Directors
-----------------
D. Richard Guise                       8,788 (2)                       --
Ronald L. Hankey                      19,150 (3)                       --
Edgar S. Heberlig                     30,082 (4)                       --
Marian B. Schultz                      2,300 (5)                       --
Class 2 Directors
-----------------
Wayne E. Lau                           4,812 (6)                       --
Jennifer L. Weaver                       600                           --
Harry L. Wheeler                       9,039 (7)                       --
Class 3 Directors
-----------------
Philip P. Asper                        5,234 (8)                       --
Guy F. Donaldson                       2,890                           --
Frank Elsner, III                        804                           --
Thomas A. Ritter                       5,087 (9)                       --

Class 3 Nominee

Daniel W. Potts                        1,000                           --

All Officers, Directors,              96,531                         1.78%
and Nominees
as a Group (10 Outside
Directors/Nominees,
4 Officers, 14
persons in total)

(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, 2004. Beneficial ownership may be
         disclaimed as to certain of the securities.
(2)      These shares are held jointly with Mr. Guise's spouse.
(3)      Figure includes 6,228 shares held solely by Mr. Hankey and 12,922
         shares held jointly with Mr. Hankey's spouse.
(4)      Figure includes 27,595 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.
(5)      Figure includes 700 shares held jointly with Mrs. Schultz's spouse and
         1,600 shares held solely by Mrs. Schultz's spouse.
(6)      These shares are held jointly with Mr. Lau's spouse.
(7)      Figure includes 6,707 shares held solely by Mr. Wheeler; 1,654 shares
         held jointly with Mr. Wheeler's spouse; and, 678shares held solely by
         Mr. Wheeler's spouse.
(8)      These shares are held jointly with Mr. Asper's spouse.
(9)      Figure includes 3,029 shares held solely by Mr. Ritter and 2,058 shares
         held solely by Mr. Ritter's spouse.


<PAGE>



                        COMPENSATION AND PLAN INFORMATION

Compensation of the Board of Directors of ACNB Corporation and Adams County
National Bank

           Directors of the corporation are not compensated for their services.
Further, Adams County National Bank does not compensate employee directors for
attendance at Board of Directors meetings or committee meetings. However, in
2003, 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 $ 6,000 annual retainer;
     o $265 per monthly meeting;
     o $125 per hour for committee meetings with a minimum payment of $125; and,
     o $250 allowance for a half-day seminar plus expenses, if applicable, and
       $400 allowance for a full-day seminar plus expenses, if applicable.

           Adams County National Bank Directors Emeriti received $150 per Board
meeting and $62.50 per hour for committee meetings in 2003. The Honorary
Directors of Farmers National Bank of Newville, a division of Adams County
National Bank, were paid an annual retainer of $4,000 in 2003.

           In the aggregate, Adams County National Bank paid $102,063.75 to the
directors of the corporation and Adams County National Bank. Directors Emeriti
and Honorary Directors of Farmers National Bank of Newville were paid an
aggregate of $30,412.50 for all services rendered in 2003.

<PAGE>


Executive Compensation

           The following table summarizes the total compensation, for each of
the last three fiscal years for the Chief Executive Officer and the three other
most highly compensated persons who were serving as executive officers at the
end of 2003. These individuals are referred to as the "Named Executive
Officers".

                           Summary Compensation Table
<TABLE>
<CAPTION>
<S>                      <C>       <C>         <C>         <C>          <C>          <C>          <C>            <C>
                            Annual Compensation                             Long-Term Compensation
                                                                       Awards                    Payouts

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

Ronald L. Hankey(6)     2003      39,000         390         0            0            0            0         45,558(2)
Chairman of the         2002      166,974(1)   1,366         0            0            0            0          7,624(2)
Board and Chief         2001      210,725      2,107         0            0            0            0         55,209(2)
Executive Officer
of the corporation
and Chairman of
Adams County
National Bank

Thomas A. Ritter(6)     2003      175,000      5,750         0            0            0            0          60,997(3)
President and Chief     2002      175,000      3,500         0            0            0            0          46,024(3)
Executive Officer       2001      165,266      1,652         0            0            0            0           6,886(3)
of the corporation
and President and
Chief Executive
Officer of Adams
County National Bank

Lynda L. Glass          2003      120,107     15,320         0            0            0            0           9,996(4)
Executive Vice          2002      102,505       2,020        0            0            0            0           7,135(4)
President of the        2001       99,118         991        0            0            0            0           5,472(4)
corporation and
Executive Vice
President and Chief
Operating Officer
of Adams County
National Bank

John W. Krichten        2003      114,459     13,150         0            0            0            0          22,699(5)
Secretary and           2002      110,645       1,976        0            0            0            0          18,243(5)
Treasurer of the        2001      105,289       1,052        0            0            0            0          13,375(5)
corporation and
Senior Vice
President, Cashier
and Chief Financial
Officer of Adams
County National Bank
</TABLE>


(1)      Figure includes salary and distributions made under Mr. Hankey's Salary
         Continuation Plan during this transition year.

(2)      Figure includes the following: Adams County National Bank 401(k) Plan
         matching contributions of $1,576, $6,733, and $6,800 in 2003, 2002, and
         2001, respectively; deferred compensation payments (under Mr. Hankey's
         Salary Continuation Plan) of $42,996 (all distribution), $47,364 (part
         accrual/part distribution) and $47,704 (all accrual) in 2003, 2002, and
         2001, respectively; and, supplemental life insurance payments of $986,
         $891, and $705 in 2003, 2002, and 2001, respectively.

<PAGE>

(3)      Figure includes the following: Adams County National Bank 401(k) Plan
         matching contributions of $7,230, $7,140, and $6,677 in 2003, 2002, and
         2001, respectively; deferred compensation payments (under Mr. Ritter's
         Salary Continuation Plan) of $53,486, $38,610, and $0 in 2003, 2002,
         and 2001, respectively; and, supplemental life insurance payments of
         $281, $274, and $209 in 2003, 2002, and 2001, respectively.

(4)      Figure includes the following: Adams County National Bank 401(k) Plan
         matching contributions of $5,417, $4,292, and $4,002 in 2003, 2002, and
         2001, respectively; deferred compensation payments (under Ms. Glass'
         Salary Continuation Plan) of $4,463, $2,771, and $1,402 in 2003, 2002,
         and 2001, respectively; and, supplemental life insurance payments of
         $116, $72, and $68 in 2003, 2002, and 2001, respectively.

(5)      Figure includes the following: Adams County National Bank 401(k) Plan
         matching contributions of $5,104, $4,505, and $4,294 in 2003, 2002, and
         2001, respectively; deferred compensation payments (under Mr.
         Kritchten's Salary Continuation Plan) of $17,335, $13,518, and $8,873
         in 2003, 2002, and 2001, respectively; and, supplemental life insurance
         payments of $260, $220, and $208 in 2003, 2002, and 2001, respectively.

(6)      Mr. Hankey served as Chief Executive Officer of the corporation from
         January 1, 2003, until December 31, 2003, when Mr. Ritter assumed the
         responsibilities of Chief Executive Officer.

Equity Compensation

          The corporation does not maintain any equity compensation plans (i.e.,
stock option or restricted stock award plans) for employees or directors.

401(k) Retirement 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. Thomas A. Ritter and John W. Krichten 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.

         An employee is eligible to participate in the plan after working for
six months and attaining the age of 20 years and six months. An eligible
employee may elect to contribute a portion of all wages 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 2003, Adams County National Bank's
contribution equaled 100% of the employee's contribution up to a maximum of 4%
of earned compensation. 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.

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 2003 for Adams County National Bank's plan was
$567,000. The contribution to the plan made by the bank on behalf of all
employees in 2003 was $1,154,000. This contribution was sufficient to meet the
legal minimum funding requirements.

<PAGE>


         Each employee of Adams County National Bank who attains the age of 20
years and six months and who completes six 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 to a participating employee.
<TABLE>
<CAPTION>


                                                              Annual Retirement Income (1)
            Final
           Average                                                 Years of Service
                                -----------------------------------------------------------------------------------
<S>                              <C>                      <C>                  <C>                       <C>

        Compensation              15                       25                   35                    45 or more
        ------------              --                       --                   --                    ----------

           $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 2003. 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 2003, the
covered compensation, as reported above in the Summary Compensation Table,
includes all earned compensation. At December 31, 2003, under the plan, Mr.
Hankey had 46 years of vested service; Mr. Krichten had 23 years of vested
service; Ms. Glass had 19 years of vested service; and, Mr. Ritter had 4 years
of vested service.

Group Term 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.

Management Supplemental Life Insurance Plan

         In January 2001, Adams County National Bank implemented a supplemental
life insurance plan for certain officers of the bank to provide death benefits
for each officer's designated beneficiaries. Beneficiaries designated by an
officer are entitled to a split dollar share of the death proceeds from the life
insurance policies on each officer which vary depending on the officer's age at
death, employment status with the bank at the time of death, and eligibility to
receive payments. The plan is unsecured and unfunded, and there are no plan
assets. The bank has purchased single premium bank-owned life insurance policies
on the lives of the officers and intends to use income from the BOLI policies to
offset the plan benefit expenses.

<PAGE>


Executive Retirement Income Agreements

         Adams County National Bank entered into retirement income agreements
with certain 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 change of control 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 may be reduced if
termination of service occurs before the normal retirement date. 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, 2003, had an aggregate cash value of
approximately $14,683,000. 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 2003 Annual
Report on Form 10-K, which is enclosed with this proxy statement.

Director Life Insurance Plan

         Effective January 1, 2001, the bank established a director life
insurance plan. All non-employee directors are eligible for the life insurance
benefit, subject to medical underwriting acceptance. The plan currently insures
seven directors. The director life insurance benefit of $100,000 per
participating director will be provided through a single premium bank-owned life
insurance program because BOLI is a more cost-efficient way of providing the
benefits. The eligible participating directors will not be required to pay any
premiums on the life insurance policy, but will have the imputed value of the
insurance coverage included in their taxable incomes. Benefits are payable upon
death, disability, early retirement, or change in control.

Director Fee Deferral Plan

         In January 2001, the bank established a director fee deferral plan.
Directors Elsner, Schultz, Weaver and Wheeler are current participants.
Directors may defer up to 100% of the director's income. Benefits are payable
upon termination of service. The deferred fees earn interest, and the interest
and plan expenses are funded by BOLI. The aggregate deferred fees for 2003 were
$39,398 for the above-named directors.

Employment Agreement with Thomas A. Ritter

         Effective January 1, 2000, Adams County National Bank, the corporation
and 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 was initially employed by the corporation and Adams
County National Bank as 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.

         Pursuant to the terms of his employment agreement, Mr. Ritter initially
served as Executive Vice President of the corporation and the bank and had other
powers and duties that were from time to time 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 and was subject to future
yearly increases as deemed appropriate by the Board of Directors. The Board of
Directors of the bank, in its discretion, was entitled to pay an incentive
yearly bonus to Mr. Ritter to reward him for his performance. According to the
terms of the agreement, Mr. Ritter was appointed to, and agreed to serve,
without additional compensation, as a director of the Board of Directors of the
bank and the corporation, subject to shareholder approval. Mr. Ritter further
agreed to serve without additional compensation in other positions 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.

<PAGE>


         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 does not
renew his agreement, Mr. Ritter is not entitled to any severance allowance.

         In accordance with the corporation's and Adams County National Bank's
succession plans, in December 2000, the respective Boards of Directors elected
Mr. Ritter as President of the corporation and President and Chief Executive
Officer of Adams County National Bank, effective January 1, 2001. Further,
effective December 31, 2003, Mr. Ritter was named by the corporation's Board of
Directors as the Chief Executive Officer of the corporation.

Transactions with Directors and Executive Officers

         Some of ACNB Corporation's directors and executive officers and the
companies with which they are associated were customers of and had banking
transactions with ACNB Corporation's subsidiary bank during 2003. All loans and
loan commitments made to them and to their companies were made in the ordinary
course of bank business, on substantially the same terms, including interest
rates, collateral and repayment terms, as those prevailing at the time for
comparable transactions with other customers of the bank, and did not involve
more than a normal risk of collectibility or present other unfavorable features.
Total loans to these persons at December 31, 2003, amounted to approximately
$1,566,000. The aggregate amount of indebtedness outstanding as of the latest
practicable date, February 29, 2004, to the above group was approximately
approximately $1,611,000. ACNB Corporation's subsidiary bank anticipates that
they will enter into similar transactions in the future.

          Board Compensation Committee Report on Executive Compensation

Executive Committee Compensation 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 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.

<PAGE>


         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 non-employee directors,
administers the compensation program. The committee seeks to establish a fair
compensation policy to govern executive officers' base salaries and bonus 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 annually reviews and recommends to the Board the
compensation of the bank's top executives, including the president and chief
executive officer. 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 contained
in the peer group index in the performance graph.

         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 corporation's Chief
Executive Officer's 2003 base salary of $39,000, combined with a $390 bonus, a
401(k) plan payment of $1,576, and a salary continuation plan distribution of
$42,966, is appropriate for Ronald L. Hankey given the transition of the
responsibilities of this position to Thomas A. Ritter effective December 31,
2003. Key performance measures include profitability and growth; however, no
direct correlation exists between the Chief Executive Officer's compensation and
ACNB Corporation's 2003 performance. The committee subjectively determines the
Chief Executive Officer's compensation based on a review of all relevant
information.

Executive Officers Compensation

         The committee delegates to the President the responsibility of
conducting annual reviews for the executive officers. The President makes his
compensation recommendations to the Executive Committee. Upon the advice and
recommendations of the President, the committee increased the compensation of
the bank's executive officers by approximately 3.5% in 2003. The President
recommended the increases based on his subjective analysis of the individual's
contribution to the corporation's strategic goals and objectives. In determining
whether strategic goals have been achieved, the President 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 nonperforming loans. Although the President 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 President, in his analysis, attribute specific weight to any such criteria.
The President makes a subjective determination after review of all relevant
information, including the above.

         In addition to base salary, executive officers of the bank may
participate in the bank's 401(k) plan, pension plan, and discretionary bonuses
as determined by the Board of Directors. (See pages 13-15 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 President 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.

<PAGE>


         This report is furnished by the Executive Committee which performs the
functions of a compensation committee.

                           D. Richard Guise, Chairman
                                 Philip P. Asper
                                  Wayne E. Lau
                                Marian B. Schultz
                               Jennifer L. Weaver
                      Ronald L. Hankey (ex-officio member)
                      Thomas A. Ritter (ex-officio member)
                       Lynda L. Glass (ex-officio member)

                        COMPENSATION COMMITTEE INTERLOCKS
                            AND INSIDER PARTICIPATION

         Ronald L. Hankey and Thomas A. Ritter are ex-officio members of the
Executive Committee that also performs the functions of a compensation
committee. Messrs. Hankey and Ritter make 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 and of Mr. Ritter is conducted by the Executive
Committee. Neither Mr. Hankey nor Mr. Ritter participates in conducting his own
review. The merit reviews are submitted to the entire Board of Directors to be
voted upon.

                          Report of the Audit Committee

         The Audit Committee of the Board of Directors is comprised of directors
who meet SEC and NASD standards for independence. The Audit Committee operates
under a written charter adopted by the Board of Directors in April 2000, which
was reviewed and revised in March 2003 and which is attached to this proxy
statement as Appendix A.

         The Audit Committee met with management periodically during the year to
consider the adequacy of the corporation's internal controls and the objectivity
of its financial reporting. The Audit Committee discussed these matters with the
corporation's independent auditors and with appropriate corporation financial
personnel and internal auditors. The Audit Committee also discussed with the
corporation's senior management and independent auditors the process used for
certifications by the corporation's Chief Executive Officer and Chief Financial
Officer, which are required for certain of the corporation's filings with the
Securities and Exchange Commission.

         The Audit Committee also met privately at its regular meeting with both
the independent auditors and the internal auditors, each of whom has
unrestricted access to the Audit Committee.

         The Audit Committee appointed Stambaugh Ness, P.C. as the independent
auditors for the corporation after reviewing the firm's performance and
independence from management.

         Management has primary responsibility for the corporation's financial
statements and the overall reporting process, including the corporation's system
of internal controls.

<PAGE>


         The independent auditors audited the annual financial statements
prepared by management, expressed an opinion as to whether those financial
statements fairly present the financial position, results of operations, and
cash flows of the corporation in conformity with generally accepted accounting
principles, and discussed with the Audit Committee any issues they believe
should be raised with the Audit Committee.

         The Audit Committee reviewed with management and Stambaugh Ness, P.C.,
the corporation's independent auditors, the corporation's audited financial
statements, as well as reviewed those financial statements and reports prior to
issuance. Management has represented, and Stambaugh Ness, P.C. has confirmed, to
the Audit Committee that the financial statements were prepared in accordance
with generally accepted accounting principles.

         The Audit Committee received from and discussed with Stambaugh Ness,
P.C. the written disclosure and the letter required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees). These
items relate to that firm's independence from the corporation. The Audit
Committee also discussed with Stambaugh Ness, P.C. matters required to be
discussed by the Statement on Auditing Standards No. 61 (Communication with
Audit Committees) of the Auditing Standards Board of the American Institute of
Certified Public Accountants to the extent applicable. The Audit Committee
implemented a procedure to monitor auditor independence, reviewed audit and
non-audit services performed by Stambaugh Ness, P.C., and discussed with the
auditors their independence.

         Both the Audit Committee and the Board of Directors reviewed the
audited financial statements to be included in the Annual Report on Form 10-K
for the year ended December 31, 2003, which is then filed with the Securities
and Exchange Commission.

          At present, the corporation does not have an "audit committee
financial expert". However, the Board of Directors has determined that Daniel W.
Potts is qualified to serve as the corporation's audit committee financial
expert and is independent as defined under applicable SEC and NASD rules. If
elected to the Board of Directors, Mr. Potts will be named as the corporation's
audit committee financial expert.

         This report is furnished by the Audit Committee.

                            Philip P. Asper, Chairman
                                  Wayne E. Lau
                                Harry L. Wheeler

<PAGE>


                      Shareholder Return Performance Graph

         The following graph compares the yearly dollar change in the cumulative
total shareholder return on ACNB Corporation's common stock against the
cumulative total return of the S & P 500 Stock Index and the Mid-Atlantic Custom
Peer Group for the period of five fiscal years commencing January 1, 1999, and
ending December 31, 2003. The graph shows the cumulative investment return to
shareholders based on the assumption that a $100 investment was made on December
31, 1998, in each of ACNB Corporation's common stock, the S & P 500 Stock Index,
and the Mid-Atlantic Custom Peer Group. We computed returns assuming the
reinvestment of all dividends. The shareholder return shown on the following
graph is not indicative of future performance.

[OBJECT OMITTED]

<TABLE>
<CAPTION>
<S>                                               <C>        <C>          <C>        <C>        <C>         <C>
                                                -----------------------------------------------------------------
Index                                           12/31/98   12/31/99    12/31/00   12/31/01    12/31/02   12/31/03
-----------------------------------------------------------------------------------------------------------------
ACNB Corporation                                  100.00      79.98       75.56      89.35      108.10     140.79
S&P 500*                                          100.00     121.11      110.34      97.32       75.75      97.51
Mid-Atlantic Custom Peer Group**                  100.00      88.42       79.57      92.99      118.75     160.85
</TABLE>

*Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 2004. Used with permission. All rights
reserved. crsp.com.
**Mid-Atlantic Custom Peer Group consists of Mid-Atlantic commercial banks with
assets less than $1B. Source : SNL Financial LC, Charlottesville, VA (434)
977-1600 (C) 2004


<PAGE>


                         INDEPENDENT PUBLIC ACCOUNTANTS

         Aggregate fees billed to ACNB Corporation by Stambaugh Ness, P.C.
for services rendered are presented below:

                  --------------------------------------------------------------
                                                      Year Ended December 31,
                  --------------------------------------------------------------
                  --------------------------------------------------------------
                                                       2003            2002
                                                      ----            ----
                  --------------------------------------------------------------
                  --------------------------------------------------------------

                  Audit fees......................  $ 153,405       $ 109,320
                  --------------------------------------------------------------
                  --------------------------------------------------------------

                  Audit related fees.............      17,195               0
                  --------------------------------------------------------------
                  --------------------------------------------------------------

                  Tax fees........................      4,235               0
                  --------------------------------------------------------------
                  --------------------------------------------------------------

                  All other fees..................        350           5,270
                  --------------------------------------------------------------


         Audit Fees include fees billed for professional services rendered for
the audit of annual financial statements and fees billed for the review of
financial statements included in the corporation's Forms 10-Q and 10-K or
services that are normally provided by Stambaugh Ness, P.C. in connection with
statutory and regulatory filings or engagements.

          Audit Related Fees include fees billed for assurance and related
services by Stambaugh Ness, P.C. that are reasonably related to the performance
of the audit or review of the corporation's financial statements and are not
reported under the Audit Fees section of the table above. These services include
an annual audit of the employee benefits plans.

         Tax Fees include fees billed for professional services rendered by
Stambaugh Ness, P.C. for tax compliance, tax advice, and tax planning. These
services include tax-based depreciation updates and review of tax returns.

          All Other Fees include fees billed for products and services provided
by Stambaugh Ness, P.C., other than the services reported under the Audit Fees,
Audit Related Fees, or Tax Fees sections of the table above. These include
review of the pension plan in 2002 and assistance with issues pertaining to an
insurance contract in 2003.

         The Audit Committee has considered whether, and determined that, the
provision of the non-audit services is compatible with maintaining Stambaugh
Ness, P.C.'s independence.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors

         The Audit Committee is currently developing a policy for pre-approval
of services provided by the independent auditors. The policy will require the
Audit Committee to pre-approve all audit and permissible non-audit services
provided by the independent auditors. These services may include audit services,
audit related services, tax services, and other services. Under the policy,
pre-approval will generally be provided for up to one year and any pre-approval
is detailed as to the particular service or category of services and is subject
to a specific budget. In addition, the Audit Committee may also pre-approve
particular services on a case by case basis. For each proposed service, the
independent auditor is required to provide detailed back-up documentation at the
time of approval. The Audit Committee has delegated to the Chairman of the Audit
Committee the authority to pre-approve services not prohibited by law to be
performed by our independent auditors and associated fees. None of the services
related to the Audit Related Fees, Tax Fees, or All Other Fees described above
was approved by the Audit Committee pursuant to the pre-approval waiver
provisions set forth in the applicable SEC rules.

<PAGE>


         Stambaugh Ness, P.C. has advised us that neither the firm nor any of
its associates has any relationship with the corporation or its subsidiaries
other than the usual relationship that exists between independent public
auditors and clients.

         We do not expect a representative of Stambaugh Ness, P.C. to be present
at the annual meeting.

         The Audit Committee annually considers and recommends to the Board of
Directors the selection of the corporation's independent auditors. On October 8,
2003, Stambaugh Ness, P.C. informed the Audit Committee that it would decline to
stand for appointment as the corporation's independent principal accountant for
the fiscal year 2004. Stambaugh Ness, P.C. notified the corporation that it had
decided not to continue to provide independent auditing services to companies
that report to the Securities and Exchange Commission. On December 11, 2003, the
Audit Committee voted to engage Beard Miller Company LLP as principal
accountants to replace Stambaugh Ness, P.C. as ACNB Corporation's independent
auditors for 2004.

         Reports from Stambaugh Ness, P.C. on ACNB Corporation's consolidated
financial statements for the 2003 and 2002 fiscal years did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principals.

         During the corporation's 2003 and 2002 fiscal years, there were no
disagreements with Stambaugh Ness, P.C. on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of Stambaugh Ness, P.C., would have
caused Stambaugh Ness, P.C. to make reference to the subject matter in
connection with Stambaugh Ness, P.C.'s report, and there were no reportable
events, as listed in Item 304(a)(1)(v) of SEC Regulation S-K.

         During ACNB Corporation's 2002 and 2001 fiscal years and until December
18, 2003, the corporation did not consult Beard Miller Company LLP with respect
to the application of accounting principles to a specified transaction, either
completed or proposed, or the type or audit opinion that might be rendered on
the corporation's consolidated financial statements, or any other matters or
reportable events listed in Item 304(a)(2)(i) or (ii) of SEC Regulation S-K.


                            SECTION 16(a) BENEFICIAL
                         OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires ACNB
Corporation's directors, executive officers, and shareholders who beneficially
own more than 10% of ACNB Corporation's outstanding equity stock to file initial
reports of ownership and reports of changes in ownership of common stock and
other equity securities of ACNB Corporation with the Securities and Exchange
Commission. Based on a review of copies of the reports we received, and on the
statements of the reporting persons, we believe that all Section 16(a) filing
requirements were complied with in a timely fashion during 2003 except for Lynda
L. Glass who inadvertently filed one report late to report one transaction.


<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 2 DIRECTORS AT THREE.

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

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

         Nominees for Class 1 Director are:

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

The Board of Directors recommends a vote FOR the election of these nominees as
Class 1 Directors.

6.       TO ELECT ONE CLASS 3 DIRECTOR FOR A TERM OF ONE YEAR.

         Nominee for Class 3 Director is:

         o    Daniel W. Potts

The Board of Directors recommends a vote FOR the election of this nominee as a
Class 3 Director.

         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.

         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).

7.       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.


<PAGE>



                             ADDITIONAL INFORMATION

         Any shareholder may obtain a copy of ACNB Corporation's Annual Report
on Form 10-K for the year ended December 31, 2003, including the financial
statements and related schedules and exhibits, required to be filed with the
Securities and Exchange Commission, without charge, by submitting a written
request to Shareholder Relations, ACNB Corporation, 16 Lincoln Square, P. O. Box
3129, Gettysburg, Pennsylvania 17325, or calling 717-338-2265. You may also view
these documents on our website at www.acnb.com, select ACNB Corporation, and
then click on "SEC Filings".

         Pursuant to Securities and Exchange Commission rules, ACNB Corporation
intends to send a single proxy statement and annual report to multiple
shareholders who share the same address and who have the same last name, unless
we receive instructions to the contrary from one or more of the shareholders.
This method of delivery is known as "householding". Upon written or oral
request, a separate copy of the annual report and/or proxy statement, as
applicable, will be delivered promptly to a security holder at a shared address
to which a single copy of the documents was delivered or, if you wish to receive
a separate proxy statement or annual report in the future, please call
717-338-2265 or send a written request to Shareholder Relations, ACNB
Corporation, 16 Lincoln Square, P. O. Box 3129, Gettysburg, Pennsylvania 17325.
If you are receiving multiple copies of the proxy statement and annual report
and want to request one copy, please also notify Shareholder Relations.


                                  OTHER MATTERS

         The Board of Directors knows of no matters other than those discussed
in this proxy statement that will be presented at the annual meeting. However,
if any other matters are properly brought before the meeting, any proxy given
pursuant to this solicitation will be voted in accordance with the
recommendations of the Board of Directors.



<PAGE>

                                                                     APPENDIX A


                                ACNB CORPORATION
                                 AUDIT COMMITTEE
                        OF THE BOARD OF DIRECTORS CHARTER
                             Approved March 27, 2003


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 Corporations
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

<PAGE>


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.
         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 company'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 auditors.
         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 Processes

         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.

<PAGE>

         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 CEO/CFO, 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.
         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
           company.
         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 company'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 company compliance policies, and programs & reports received
           from regulators.


<PAGE>

         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 it 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.

6.       Improper Influence in the Conduct of Audits

         o Directors and Senior Executives are prohibited from any improper
           influence in the Conduct of Internal or External Audits.

7.       Treatment of Certain Complaints

         o The protection of corporate whistleblowers shall be the
           responsibility of the Audit Committee.
         o The Audit Committee shall protect anyone who comes forth with any
           information concerning any irregularities or fraudulent activity
           being performed. The Act expands the federal statue concerning
           retaliation against a witness to prohibit interference with the
           lawful employment or livelihood of a witness for providing
           information relating to the commission of a federal offense.
         o The Audit Committee shall provide for employees of a public company
           who provide evidence of fraud. The Bank may not fire, demote,
           suspend, threaten, harass, or otherwise discriminate against an
           employee because of the employee's involvement in securities or
           fraud-related investigation involving the company. Any employee who
           is adversely treated because of his or her whistle blowing activities
           may sue the company within 90 days after the date of the
           discriminatory act for compensatory damages and attorney's fees. The
           employee must make a prima facie showing that his or her whistle
           blowing activities were a contributing factor in the unfavorable
           personnel action Alleged in the compliant, while the employer must
           show by clear and convincing evidence that it would have taken the
           same unfavorable personnel action in the absence of the whistle
           blowing behavior.


<PAGE>


                                ACNB CORPORATION
                                  FORM OF PROXY

                         ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 5, 2004

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

         The undersigned hereby constitutes and appoints Philip P. Asper 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 Wednesday, May 5, 2004, 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 2 DIRECTORS AT THREE.

                  [ ]  FOR               [ ]  AGAINST            [ ] ABSTAIN

         The Board of Directors recommends a vote FOR this proposal.

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

                  [  ]  FOR               [  ]  AGAINST            [ ] ABSTAIN

         The Board of Directors recommends a vote FOR this proposal.






<PAGE>



5. 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.)

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

6. TO ELECT ONE CLASS 3 DIRECTOR TO SERVE FOR A ONE YEAR TERM.

         Daniel W. Potts

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

         The Board of Directors recommends a vote FOR this nominee.

         (Instruction: to withhold authority to vote for any individual nominee,
          write that nominee's name on the space provided below.)

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

7.       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 PROPOSALS 1, 2, 3, AND 4 AND FOR ALL NOMINEES LISTED ABOVE.


Dated: ______________________, 2004               ______________________________
                                                              Signature

                                                  ------------------------------
Number of Shares Held of Record                               Signature
on March 15, 2004

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

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.






</TEXT>
</DOCUMENT>
</SUBMISSION>
