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                                  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)    JUNE 15, 2005
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                             NORWOOD FINANCIAL CORP.
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             (Exact name of registrant as specified in its charter)


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


717 MAIN STREET, HONESDALE, PENNSYLVANIA                           18431
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(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code:  (570) 253-1455
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                                 NOT APPLICABLE
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          (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)).

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                             NORWOOD FINANCIAL CORP.

                      INFORMATION TO BE INCLUDED IN REPORT
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ITEM 8.01.  OTHER EVENTS
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     On June 15, 2005, the Registrant  announced that its Board of Directors had
approved  an  open-market  stock  repurchase  program for up to 5% of its shares
outstanding  (i.e.,  approximately  134,000 shares).  A copy of the Registrant's
press release is included with this report as exhibit 99.1 and  incorporated  by
reference herein.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS
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         (c) Exhibits:

                  99.1     Press Release, dated June 15, 2005








                                   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:  June 15, 2005                   By: /s/ William W. Davis, Jr.
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                                           William W. Davis, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)