As filed with the Securities and Exchange Commission on June 8, 2006
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

        Pennsylvania                                             23-2828306
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

                 Norwood Financial Corp. 2006 Stock Option Plan
                 ----------------------------------------------
                            (Full Title of the Plan)

                                Lewis J. Critelli
                             Chief Financial Officer
                                 717 Main Street
                          Honesdale, Pennsylvania 18431
                                 (570) 253-1455
                             ----------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                            901 New York Avenue, N.W.
                                 Suite 210 East
                             Washington, D.C. 20001
                                 (202) 434-4660
                             ----------------------

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
===============================================================================================================================
          Title of                                     Proposed Maximum         Proposed Maximum
        Securities to             Amount to be             Offering            Aggregate Offering      Amount of Registration
        be Registered            Registered (1)       Price Per Share(2)           Price (2)                  Fee (2)
        -------------            --------------       ------------------           ---------                  -------

<S>                              <C>                        <C>                      <C>                      <C>
Common Stock
$0.10 par value per share        24,000 shares              $31.90                 $  765,600                 $ 81.92

Common Stock
$0.10 par value per share        226,000 shares             $31.96                 $7,222,960                 $772.86
===============================================================================================================================
</TABLE>

(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under the  Norwood  Financial  Corp.  2006 Stock  Option  Plan
         consists  of  250,000   shares,   are  being   registered   under  this
         Registration  Statement and for which a registration fee is being paid.
         Additionally,  an  indeterminate  number of  additional  shares  may be
         offered and issued to prevent  dilution  resulting  from stock  splits,
         stock dividends or similar transactions.

(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 250,000 shares are being  registered
         hereby,  of which 24,000 shares are under option at a weighted  average
         exercise  price of $31.90 per share  ($765,600 in the  aggregate).  The
         remainder of such shares  226,000  shares,  consisting  of  unallocated
         options,  are being  registered  based upon the average of the high and
         low prices of the Common  Stock of the  Registrant  as  reported on the
         Nasdaq National Market on June 6, 2006, of $31.96 per share ($7,222,960
         in the aggregate), for a total offering of $7,988,560.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 250,000
shares of Norwood Financial Corp. (the "Company" or "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in  accordance  with the Norwood  Financial  Corp.  2006 Stock Option Plan under
which  250,000  shares are  issuable ( the  "Plan").  Documents  containing  the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  April  29,  1996  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         1. The  description  of the  Company's  securities  as contained in the
Company's  Registration  Statement on Form 10, as filed with the  Commission  on
April 29, 1996;

         2. The  Company`s  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2006;

         3. The Company's Annual Report on Form 10-K for the year ended December
31, 2005;

         4. Form 8-K, filed on April 4, 2006;

         5. Form 8-K, filed on April 25, 2006;

         6. Form 8-K, filed on April 25, 2006; and

         7. Form 8-K, filed on May 30, 2006

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                        2

<PAGE>

Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 10 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended ("1933 Act").

         The Registrant believes that these provisions assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the Registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers  Liability  Policy  underwritten by Progressive  Casualty
Insurance Co. with a $2.0 million  aggregate limit of liability and an aggregate
deductible  of $50,000 per loss both for claims  directly  against  officers and
directors  and for claims where the Company is required to  indemnify  directors
and officers.

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may be permitted to  directors,  officers,  or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against   public   policy  as  expressed  in  the  1933  Act  and  is  therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

                                        3

<PAGE>

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  Registration
                  Statement;

                  (i) To include any prospectus required by Section 10(a)(3)  of
                  the 1933 Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(I) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  each such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

                                        4

<PAGE>

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Norwood in the Commonwealth of Pennsylvania,  on the
7th day of June, 2006.

                                      NORWOOD FINANCIAL CORP.



Dated: June 7, 2006                   By:  /s/William W. Davis, Jr.
                                           -------------------------------------
                                           William W. Davis, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Norwood  Financial Corp.
do hereby severally constitute and appoint William W. Davis, Jr. as our true and
lawful  attorney  and agent,  to do any and all  things and acts in our  Norwood
Financial Corp.  names in the capacities  indicated below and to execute any and
all instruments for us and in our names in the capacities  indicated below which
said William W. Davis,  Jr. may deem  necessary  or advisable to enable  Norwood
Financial  Corp. to comply with the Securities Act of 1933, as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in  connection  with the  Registration  Statement  on Form S-8  relating  to the
registrant,  including specifically,  but not limited to, power and authority to
sign,  for  any of us in  our  names  in the  capacities  indicated  below,  the
Registration  Statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby ratify and confirm all that said William W.
Davis, Jr. shall do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

<TABLE>
<CAPTION>
<S>                                               <C>
By:      /s/William W. Davis, Jr.                    By:      /s/Lewis J. Critelli
         ---------------------------------------              --------------------------------------------
         William W. Davis, Jr.                                Lewis J. Critelli
         President, Chief Executive Officer                   Executive Vice President
           and Director                                         and Chief Financial Officer
         (Principal Executive Officer)                        (Principal Financial and Accounting Officer)

Date:    June 7, 2006                                Date:    June 7, 2006
         ---------------------------------------              --------------------------------------------



By:      /s/Daniel J. O'Neill                        By:
         ---------------------------------------              --------------------------------------------
         Daniel J. O'Neill                                    Dr. Kenneth A. Phillips
         Director                                             Director


Date:    June 7, 2006                                Date:
         ---------------------------------------              --------------------------------------------

<PAGE>


By:      /s/Gary P. Rikard                           By:      /s/Russell L. Ridd
         ---------------------------------------              --------------------------------------------
         Gary P. Rickard                                      Russell L. Ridd
         Director                                             Director


Date:    June 7, 2006                                Date:    June 7, 2006
         ---------------------------------------              --------------------------------------------



By:      /s/Ralph A. Matergia                        By:      /s/Richard L. Snyder
         ---------------------------------------              --------------------------------------------
         Ralph A. Matergia                                    Richard L. Snyder
         Director                                             Director


Date:    June 7, 2006                                Date:    June 7, 2006
         ---------------------------------------              --------------------------------------------



By:      /s/John E. Marshall
         ---------------------------------------
         John E. Marshall
         Director


Date:    June 7, 2006
         ---------------------------------------

</TABLE>

<PAGE>

                                INDEX TO EXHIBITS





Exhibit                    Description
-------                    -----------


   4.1         Norwood Financial Corp. 2006 Stock Option Plan


   4.2         Form of Stock Option Agreement to be entered into with
               respect to Stock Options under the Stock Option Plan


   4.3         Form of Stock Award Tax Notice


   5.1         Opinion of Malizia Spidi & Fisch, PC as to the validity of the
               Common Stock being registered


  23.1         Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)


  23.2         Consent of Beard Miller Company LLP


   24          Reference is made to the Signatures section of this
               Registration Statement for the Power of Attorney contained
               therein
[{"type": "S-8", "sequence": "1", "filename": "s8_060806-0160.txt", "description": "FORM", "secsgml_size_bytes": 21569}]
{"company-data": {"conformed-name": "NORWOOD FINANCIAL CORP", "cik": "0001013272", "assigned-sic": "6022", "irs-number": "232828306", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134831", "film-number": "06892960"}, "business-address": {"street1": "717 MAIN ST", "street2": "PO BOX 269", "city": "HONESDALE", "state": "PA", "zip": "18431", "phone": "7172531455"}}
As filed with the Securities and Exchange Commission on June 8, 2006
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

        Pennsylvania                                             23-2828306
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

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

                 Norwood Financial Corp. 2006 Stock Option Plan
                 ----------------------------------------------
                            (Full Title of the Plan)

                                Lewis J. Critelli
                             Chief Financial Officer
                                 717 Main Street
                          Honesdale, Pennsylvania 18431
                                 (570) 253-1455
                             ----------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                            901 New York Avenue, N.W.
                                 Suite 210 East
                             Washington, D.C. 20001
                                 (202) 434-4660
                             ----------------------
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
          Title of                                     Proposed Maximum         Proposed Maximum
        Securities to             Amount to be             Offering            Aggregate Offering      Amount of Registration
        be Registered            Registered (1)       Price Per Share(2)           Price (2)                  Fee (2)
        -------------            --------------       ------------------           ---------                  -------
Common Stock
$0.10 par value per share        24,000 shares              $31.90                 $  765,600                 $ 81.92

Common Stock
$0.10 par value per share        226,000 shares             $31.96                 $7,222,960                 $772.86
===============================================================================================================================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under the  Norwood  Financial  Corp.  2006 Stock  Option  Plan
         consists  of  250,000   shares,   are  being   registered   under  this
         Registration  Statement and for which a registration fee is being paid.
         Additionally,  an  indeterminate  number of  additional  shares  may be
         offered and issued to prevent  dilution  resulting  from stock  splits,
         stock dividends or similar transactions.

(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 250,000 shares are being  registered
         hereby,  of which 24,000 shares are under option at a weighted  average
         exercise  price of $31.90 per share  ($765,600 in the  aggregate).  The
         remainder of such shares  226,000  shares,  consisting  of  unallocated
         options,  are being  registered  based upon the average of the high and
         low prices of the Common  Stock of the  Registrant  as  reported on the
         Nasdaq National Market on June 6, 2006, of $31.96 per share ($7,222,960
         in the aggregate), for a total offering of $7,988,560.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 250,000
shares of Norwood Financial Corp. (the "Company" or "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in  accordance  with the Norwood  Financial  Corp.  2006 Stock Option Plan under
which  250,000  shares are  issuable ( the  "Plan").  Documents  containing  the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  April  29,  1996  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         1. The  description  of the  Company's  securities  as contained in the
Company's  Registration  Statement on Form 10, as filed with the  Commission  on
April 29, 1996;

         2. The  Company`s  Quarterly  Report on Form 10-Q for the quarter ended
March 31, 2006;

         3. The Company's Annual Report on Form 10-K for the year ended December
31, 2005;

         4. Form 8-K, filed on April 4, 2006;

         5. Form 8-K, filed on April 25, 2006;

         6. Form 8-K, filed on April 25, 2006; and

         7. Form 8-K, filed on May 30, 2006

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                        2
Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 10 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended ("1933 Act").

         The Registrant believes that these provisions assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the Registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers  Liability  Policy  underwritten by Progressive  Casualty
Insurance Co. with a $2.0 million  aggregate limit of liability and an aggregate
deductible  of $50,000 per loss both for claims  directly  against  officers and
directors  and for claims where the Company is required to  indemnify  directors
and officers.

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may be permitted to  directors,  officers,  or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against   public   policy  as  expressed  in  the  1933  Act  and  is  therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

                                        3
Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  Registration
                  Statement;

                  (i) To include any prospectus required by Section 10(a)(3)  of
                  the 1933 Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(I) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  each such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

                                        4
(d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Norwood in the Commonwealth of Pennsylvania,  on the
7th day of June, 2006.

                                      NORWOOD FINANCIAL CORP.

Dated: June 7, 2006                   By:  /s/William W. Davis, Jr.
                                           -------------------------------------
                                           William W. Davis, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Norwood  Financial Corp.
do hereby severally constitute and appoint William W. Davis, Jr. as our true and
lawful  attorney  and agent,  to do any and all  things and acts in our  Norwood
Financial Corp.  names in the capacities  indicated below and to execute any and
all instruments for us and in our names in the capacities  indicated below which
said William W. Davis,  Jr. may deem  necessary  or advisable to enable  Norwood
Financial  Corp. to comply with the Securities Act of 1933, as amended,  and any
rules,  regulations and requirements of the Securities and Exchange  Commission,
in  connection  with the  Registration  Statement  on Form S-8  relating  to the
registrant,  including specifically,  but not limited to, power and authority to
sign,  for  any of us in  our  names  in the  capacities  indicated  below,  the
Registration  Statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby ratify and confirm all that said William W.
Davis, Jr. shall do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.
By:      /s/William W. Davis, Jr.                    By:      /s/Lewis J. Critelli
         ---------------------------------------              --------------------------------------------
         William W. Davis, Jr.                                Lewis J. Critelli
         President, Chief Executive Officer                   Executive Vice President
           and Director                                         and Chief Financial Officer
         (Principal Executive Officer)                        (Principal Financial and Accounting Officer)

Date:    June 7, 2006                                Date:    June 7, 2006
         ---------------------------------------              --------------------------------------------

By:      /s/Daniel J. O'Neill                        By:
         ---------------------------------------              --------------------------------------------
         Daniel J. O'Neill                                    Dr. Kenneth A. Phillips
         Director                                             Director

Date:    June 7, 2006                                Date:
         ---------------------------------------              --------------------------------------------
By:      /s/Gary P. Rikard                           By:      /s/Russell L. Ridd
         ---------------------------------------              --------------------------------------------
         Gary P. Rickard                                      Russell L. Ridd
         Director                                             Director

Date:    June 7, 2006                                Date:    June 7, 2006
         ---------------------------------------              --------------------------------------------

By:      /s/Ralph A. Matergia                        By:      /s/Richard L. Snyder
         ---------------------------------------              --------------------------------------------
         Ralph A. Matergia                                    Richard L. Snyder
         Director                                             Director

Date:    June 7, 2006                                Date:    June 7, 2006
         ---------------------------------------              --------------------------------------------

By:      /s/John E. Marshall
         ---------------------------------------
         John E. Marshall
         Director

Date:    June 7, 2006
         ---------------------------------------
INDEX TO EXHIBITS

Exhibit                    Description
-------                    -----------

   4.1         Norwood Financial Corp. 2006 Stock Option Plan

   4.2         Form of Stock Option Agreement to be entered into with
               respect to Stock Options under the Stock Option Plan

   4.3         Form of Stock Award Tax Notice

   5.1         Opinion of Malizia Spidi & Fisch, PC as to the validity of the
               Common Stock being registered

  23.1         Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

  23.2         Consent of Beard Miller Company LLP

   24          Reference is made to the Signatures section of this
               Registration Statement for the Power of Attorney contained
               therein