================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) October 29, 2004
                                                        ----------------



                             Norwood Financial Corp.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


       Pennsylvania                   0-28364                    23-2828306   
----------------------------    ----------------             -------------------
(State or other jurisdiction    (Commission File             (IRS Employer
of incorporation)                     Number)                Identification No.)


717 Main Street, Honesdale, Pennsylvania                   18431
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code:  (570) 253-1455
                                                     --------------


                                 Not Applicable
 -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below)



    
[  ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).


================================================================================



                           NORWOOD FINANCIAL CORP INC.

                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------


Item 5.02. Departure of Directors or Principal Officers;  Election of Directors,
--------------------------------------------------------------------------------
           Appointment of Principal Officers
           ---------------------------------

         On  October  29,  2004,  the  Registrant  announced  that Mr.  Ralph A.
Matergia had been appointed to the Boards of Directors of the Registrant and its
principal subsidiary, Wayne Bank, effective as of November 1, 2004. Mr. Matergia
is  expected  to  serve  on the  Loan  Committee  of  Wayne  Bank.  For  further
information,  reference is made to the Registrant's press release, dated October
29, 2004, which is filed as Exhibit 99.1 hereto.

Item 9.01.   Financial Statements and Exhibits                 
----------------------------------------------                 

         (c) The following exhibits are filed with this report.

                  Number   Description
                  ------   -----------

                  99.1     Press Release, dated October 29, 2004




                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                      NORWOOD FINANCIAL CORP.


Date: October 29, 2004                By:  /s/William W. Davis, Jr.
                                           -------------------------------------
                                           William W. Davis, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)