As filed with the  Securities  and  Exchange  Commission  on August 14,
1998.




                       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
                                 (717) 253-1455
                    (Address of principal executive offices)

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

                            Gregory A. Gehlmann, Esq.
                               Ruel B. Pile, Esq.
                             Linda Delivorias, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

                         ------------------------------
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of                                                   Proposed                  Proposed                 Amount of
Securities to                    Amount to             Maximum Offering          Maximum Offering            Registration
be Registered                  be Registered            Price Per Share              Price (2)                 Fee (2)
-------------                  -------------            ---------------             -----------               --------
<S>                             <C>                           <C>                  <C>                       <C>
Common Stock
$.10 par value                   500,000(1)                   (2)                   $13,189,979               $3,891.04
================================================================================================================================
</TABLE>
(1)      The maximum  number of shares of common stock issuable upon exercise of
         options  granted or to be granted  under the  Norwood  Financial  Corp.
         Stock Option Plan consists of 500,000 shares which are being registered
         under this  Registration  Statement and for which a registration fee is
         being paid. Additionally,  an indeterminate amount of additional shares
         which may be  offered  and issued to prevent  dilution  resulting  from
         stock  splits,  stock  dividends  or  similar  transactions  are  being
         registered hereunder for which no additional fee is required.
(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.  500,000 shares are being registered hereby, of which
         51,950  shares are under an option at an  exercise  price of $16.72 per
         share ($868,604 in the aggregate).  The remainder of such shares, which
         are not  presently  subject  to  options  (448,050  shares),  are being
         registered  based upon the closing price of the common stock of Norwood
         Financial Corp. as reported on the "Nasdaq  National  Market" on August
         5, 1998, of $27.5 per share  ($12,321,375 in the aggregate) for a total
         offering of $13,189,979.


<PAGE>



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

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Norwood  Financial Corp.  Stock
Option Plan (the  "Plan") as  specified  by Rule  428(b)(1)  promulgated  by the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended ("Securities Act").

         Such  document(s)  are not being filed with the Securities and Exchange
Commission,  but constitute (along with the documents  incorporated by reference
into  the  Registration  Statement  pursuant  to  Item 3 of Part  II  hereof)  a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents filed by Norwood Financial Corp. (the "Company"
or  "Registrant")  with  the  Securities  and  Exchange  Commission  are  hereby
incorporated by reference in this Registration Statement:

         (a) The  Company's  Registration  Statement  on Form 10 filed  with the
Securities and Exchange Commission on April 29, 1996 and amendments thereto;

         (b) The Company's  Annual Report on Form 10K filed with the  Securities
and Exchange Commission for the fiscal year ended December 31, 1997;

         (c) The Company's  Quarterly Report on Form 10-Q for the quarters ended
June 30, 1998 and March 31,  1998,  as filed with the  Securities  and  Exchange
Commission; and

         (d) The Company's Definitive Proxy Statement related to the 1998 Annual
Meeting of Stockholders as filed with the Commission.

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the  Securities  and  Exchange Act of 1934,  as amended (the  "Exchange
Act") after the date hereof and prior to the  termination of the offering of the
shares of Common Stock shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  Registration  Statement  and the
Prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by

                                      II-1

<PAGE>



reference to the information that is incorporated).  Requests should be directed
to Norwood  Financial Corp.,  717 Main Street,  Honesdale,  Pennsylvania  18431,
telephone number (717) 253-1455.

         All  information  appearing  in  this  Registration  Statement  and the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

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

         Not applicable.

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

         Not applicable.

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

         The  officers,  directors,  agents,  and  employees  of the Company are
indemnified  with  respect  to  certain  actions  pursuant  to the  Articles  of
Incorporation.  In  addition,  directors  may not be held liable with respect to
certain breaches of their fiduciary duties. In general,  the fiduciary duty of a
director  provides  that a director of the  Company  will  discharge  his or her
duties to the Company in good faith and with that degree of diligence, care, and
skill which ordinary prudent persons would exercise under similar  circumstances
and in a like position. In general, the duty of loyalty provides that a director
of the Company will not place himself or herself in a position  where a personal
interests  would  prevent such person from acting for the best  interests of the
Company.

         Pennsylvania corporate law provides broad statutory indemnification for
directors,  officers,  employees,  and agents  including  the right to  maintain
insurance. Pennsylvania law requires mandatory indemnification for expenses if a
representative of a company is successful on the merits or otherwise,  in either
a third party or derivative action.

         Under  Pennsylvania  law, a  corporation  may,  but is not required to,
indemnify  its  directors,  officers,  employees,  and agents  against  expenses
(including attorneys' fees),  judgements,  fines, and amounts paid in settlement
actually and  reasonably  incurred in  connection  with an action or  proceeding
(other than an action by or in the right of the corporation) if the person to be
indemnified acted in good faith and in a manner he or she reasonably believed to
be in, or not  opposed  to,  the best  interests  of the  corporation,  and with
respect to any  criminal  action or  proceeding,  that such  person did not have
reasonable cause to believe that his or her conduct was unlawful.

         Pennsylvania  law  also  allows  for   indemnification  in  actions  or
proceedings  by or  in  the  right  of  the  corporation  if  the  person  to be
indemnified  was not  adjudged  to be  liable,  or despite  an  adjudication  of
liability, such person is fairly and reasonably entitled to indemnity of certain
expenses, as determined by the same court that adjudged such person liable.

         Pennsylvania   requires  that  indemnification   payments  (other  than
mandatory  payments)  may be made only on a  case-by-case  basis.  In  addition,
payments may be advanced by a company to cover  expenses upon the receipt by the
company of an  undertaking  by the  individual to be  indemnified  to repay such
payments if  indemnification  is later  determined  to not be  available to that
individual.

                                      II-2

<PAGE>




         The  aforementioned  indemnification  provisions under Pennsylvania law
are   non-exclusive.   A   Pennsylvania   corporation   may   grant   additional
indemnification  rights  through its bylaws or through an  agreement,  a vote of
stockholders,  or a vote of disinterested directors and may create a fund of any
nature to secure its indemnification obligations.

         Pennsylvania  law  also  allows  for the  limitation  of  liability  of
directors.  A provision  in the article of  incorporation  or bylaws may provide
that a director  will not be  personally  liable for  monetary  damages  for any
actions  taken  unless the  director  has  breached  or failed to  perform  such
director's  fiduciary duty, and the breach or failure  consists of self-dealing,
willful  misconduct,  or  recklessness.  With  respect to the  performance  of a
director's  duty,  Pennsylvania  allows  a  director  to rely in good  faith  on
opinions,  information,  reports, and financial data presented to such person by
officers or employees of the company,  counsel,  and  accountants  as to matters
which the director  reasonably  believes to be in the expert  competence of such
person,  and committees of the board on which the director does not serve.  With
respect  to the  declaration  of  dividends  or other  distribution  of  assets,
directors of a  Pennsylvania  corporation  are not liable to the  corporation if
they rely and act on good faith on the  information  described  in the  statute.
However,  if they fail to so act,  and the  failure  is  willful  and  reckless,
Pennsylvania law places express statutory liability on directors in these areas.
Pennsylvania  law also assumes  that  directors  assent to all actions  taken at
board  meetings  unless they take specific steps to establish that they have not
so assented.

         The  Articles  of  Incorporation   provides  for   indemnification   in
derivative suits only if the director, officer, employee, or agent is successful
on the  merits  or  otherwise,  or such  director  acted  in good  faith  in the
transaction  which  is the  subject  of the  action  in a manner  such  director
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company.  Such a person shall not be indemnified in respect of any claim, issue,
or matter as to which such  director  has been  adjudged  liable to the  Company
unless the court in which the suit was  brought  determines,  that  despite  the
adjudication,  but in view of the  circumstances,  such  person  is  fairly  and
reasonably entitled to indemnity for such expenses as the court deems proper.

         The  Articles of  Incorporation  provide  further for the  proration of
amounts  to be  indemnified  where  necessary,  for the  advance  payment by the
Company of expenses  (including  attorneys'  fees), if the person  receiving the
payment  undertakes  in writing to repay such amounts if it is  determined  that
such person is not entitled to such indemnification,  and permits the Company to
purchase   insurance   on  the   aforementioned   persons   regardless   of  the
indemnification provisions against liability.

         In the event any portion of the Articles of Incorporation  with respect
to  indemnification  is  invalidated  by a court,  the Company may  nevertheless
indemnify each director,  officer, employee, and agent as to any costs, charges,
expenses  (including  attorneys'  fees),  judgment,  fines,  and amounts paid in
settlement with respect to any action,  suit, or proceeding,  to the full extent
permitted by any applicable part of the Articles of Incorporation  which has not
been invalidated and to the full extent permitted by applicable law.

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

         Not applicable.


                                      II-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 Securities Act of 1933;

                  (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 or F-3,  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 Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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

                                      II-4

<PAGE>



requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  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.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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 Securities  Act of 1933 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 Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.



                                      II-5

<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Norwood Financial Corp. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Registration Statement 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  Honesdale in the
Commonwealth of Pennsylvania, on the 11th day of August 1998.

                         Wayne Bank


                         By:  /s/ Lewis J. Critelli
                              --------------------------------------------------
                              Lewis J. Critelli
                              Senior Vice President and Chief Financial Officer
                              (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Norwood Financial Corp.,
do hereby  severally  constitute  and appoint  Lewis J.  Critelli,  our true and
lawful attorney and agent, to do any and all things and acts in our 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 Lewis J.  Critelli 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 offering of the  Company's  Common  Stock,
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 Lewis J.  Critelli  shall do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the date indicated.



By:      /s/ William W. Davis, Jr.                 By: /s/ Russell L. Ridd
         ---------------------------------------       -------------------------
         William W. Davis, Jr.                         Russell L. Ridd
         President and Chief Executive Officer         Chairman of the Board


Date:    August 11, 1998                          Date: August 11, 1998



By:      /s/ Edward C. Kasper                     By:  /s/ Lewis J. Critelli
         ---------------------------------------       ------------------------
         Edward C. Kasper                              Lewis J. Critelli
         Senior Vice President                         Senior Vice President and
                                                       Chief Financial Officer

Date:    August 11, 1998                         Date:   August 11, 1998



<PAGE>




By:      /s/ John H. Sanders                     By:  /s/ Joseph A. Kneller
         ---------------------------------------      --------------------------
         John H. Sanders                              Joseph A. Kneller
         Senior Vice President                        Vice President


Date:    August 11, 1998                         Date:  August 11, 1998



By:      /s/ Harold A. Shook                     By:  /s/ Charles E. Case
         --------------------------------------       --------------------------
         Harold A. Shook                              Charles E. Case
         Director                                     Director


Date:    August 11, 1998                         Date:  August 11, 1998



By:      /s/ John E. Marshall                    By:   /s/ Daniel J. O'Neill
         ---------------------------------------       -------------------------
         John E. Marshall                              Daniel J. O'Neill
         Director and Secretary                        Director


Date:    August 11, 1998                         Date:   August 11, 1998



By:      /s/ Dr. Kenneth A. Phillips             By:   /s/ Gary P. Rickard
         ---------------------------------------       -------------------------
         Dr. Kenneth A. Phillips                       Gary P. Rickard
         Director                                      Director


Date:    August 11, 1998                         Date:   August 11, 1998



By:      /s/ John J. Weidner
         ---------------------------------------
         John J. Weidner
         Director


Date:    August 11, 1998


<PAGE>





                                INDEX TO EXHIBITS


Exhibit                                    Description                     Page
-------                                    -----------                     ----

  4.1             Norwood Financial Corp. Stock Option Plan                   10

  4.2             Form of Stock Option Agreement to be entered into           24
                  with respect to Incentive Stock Options

  5.1             Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the   29
                  validity of the Common Stock being registered

  23.1            Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears    --
                  in their opinion filed as Exhibit 5.1)

  23.2            Consent of Independent Auditors                             32

  24              Reference is made to the Signatures section of this         --
                  Registration Statement for the Power of Attorney
                  contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26082}]
{"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": "333-61487", "film-number": "98689468"}, "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 August 14,
1998.

                       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
                                 (717) 253-1455
                    (Address of principal executive offices)

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

                            Gregory A. Gehlmann, Esq.
                               Ruel B. Pile, Esq.
                             Linda Delivorias, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            (Name, address and telephone number of agent for service)

                         ------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of                                                   Proposed                  Proposed                 Amount of
Securities to                    Amount to             Maximum Offering          Maximum Offering            Registration
be Registered                  be Registered            Price Per Share              Price (2)                 Fee (2)
-------------                  -------------            ---------------             -----------               --------
Common Stock
$.10 par value                   500,000(1)                   (2)                   $13,189,979               $3,891.04
================================================================================================================================
(1)      The maximum  number of shares of common stock issuable upon exercise of
         options  granted or to be granted  under the  Norwood  Financial  Corp.
         Stock Option Plan consists of 500,000 shares which are being registered
         under this  Registration  Statement and for which a registration fee is
         being paid. Additionally,  an indeterminate amount of additional shares
         which may be  offered  and issued to prevent  dilution  resulting  from
         stock  splits,  stock  dividends  or  similar  transactions  are  being
         registered hereunder for which no additional fee is required.
(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.  500,000 shares are being registered hereby, of which
         51,950  shares are under an option at an  exercise  price of $16.72 per
         share ($868,604 in the aggregate).  The remainder of such shares, which
         are not  presently  subject  to  options  (448,050  shares),  are being
         registered  based upon the closing price of the common stock of Norwood
         Financial Corp. as reported on the "Nasdaq  National  Market" on August
         5, 1998, of $27.5 per share  ($12,321,375 in the aggregate) for a total
         offering of $13,189,979.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Norwood  Financial Corp.  Stock
Option Plan (the  "Plan") as  specified  by Rule  428(b)(1)  promulgated  by the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended ("Securities Act").

         Such  document(s)  are not being filed with the Securities and Exchange
Commission,  but constitute (along with the documents  incorporated by reference
into  the  Registration  Statement  pursuant  to  Item 3 of Part  II  hereof)  a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The following documents filed by Norwood Financial Corp. (the "Company"
or  "Registrant")  with  the  Securities  and  Exchange  Commission  are  hereby
incorporated by reference in this Registration Statement:

         (a) The  Company's  Registration  Statement  on Form 10 filed  with the
Securities and Exchange Commission on April 29, 1996 and amendments thereto;

         (b) The Company's  Annual Report on Form 10K filed with the  Securities
and Exchange Commission for the fiscal year ended December 31, 1997;

         (c) The Company's  Quarterly Report on Form 10-Q for the quarters ended
June 30, 1998 and March 31,  1998,  as filed with the  Securities  and  Exchange
Commission; and

         (d) The Company's Definitive Proxy Statement related to the 1998 Annual
Meeting of Stockholders as filed with the Commission.

         All  documents  filed by the Company  pursuant  to Sections  13, 14, or
15(d) of the  Securities  and  Exchange Act of 1934,  as amended (the  "Exchange
Act") after the date hereof and prior to the  termination of the offering of the
shares of Common Stock shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  modifies or supersedes  such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute a part of this  Registration  Statement  and the
Prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by

                                      II-1
reference to the information that is incorporated).  Requests should be directed
to Norwood  Financial Corp.,  717 Main Street,  Honesdale,  Pennsylvania  18431,
telephone number (717) 253-1455.

         All  information  appearing  in  this  Registration  Statement  and the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

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

         Not applicable.

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

         Not applicable.

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

         The  officers,  directors,  agents,  and  employees  of the Company are
indemnified  with  respect  to  certain  actions  pursuant  to the  Articles  of
Incorporation.  In  addition,  directors  may not be held liable with respect to
certain breaches of their fiduciary duties. In general,  the fiduciary duty of a
director  provides  that a director of the  Company  will  discharge  his or her
duties to the Company in good faith and with that degree of diligence, care, and
skill which ordinary prudent persons would exercise under similar  circumstances
and in a like position. In general, the duty of loyalty provides that a director
of the Company will not place himself or herself in a position  where a personal
interests  would  prevent such person from acting for the best  interests of the
Company.

         Pennsylvania corporate law provides broad statutory indemnification for
directors,  officers,  employees,  and agents  including  the right to  maintain
insurance. Pennsylvania law requires mandatory indemnification for expenses if a
representative of a company is successful on the merits or otherwise,  in either
a third party or derivative action.

         Under  Pennsylvania  law, a  corporation  may,  but is not required to,
indemnify  its  directors,  officers,  employees,  and agents  against  expenses
(including attorneys' fees),  judgements,  fines, and amounts paid in settlement
actually and  reasonably  incurred in  connection  with an action or  proceeding
(other than an action by or in the right of the corporation) if the person to be
indemnified acted in good faith and in a manner he or she reasonably believed to
be in, or not  opposed  to,  the best  interests  of the  corporation,  and with
respect to any  criminal  action or  proceeding,  that such  person did not have
reasonable cause to believe that his or her conduct was unlawful.

         Pennsylvania  law  also  allows  for   indemnification  in  actions  or
proceedings  by or  in  the  right  of  the  corporation  if  the  person  to be
indemnified  was not  adjudged  to be  liable,  or despite  an  adjudication  of
liability, such person is fairly and reasonably entitled to indemnity of certain
expenses, as determined by the same court that adjudged such person liable.

         Pennsylvania   requires  that  indemnification   payments  (other  than
mandatory  payments)  may be made only on a  case-by-case  basis.  In  addition,
payments may be advanced by a company to cover  expenses upon the receipt by the
company of an  undertaking  by the  individual to be  indemnified  to repay such
payments if  indemnification  is later  determined  to not be  available to that
individual.

                                      II-2
The  aforementioned  indemnification  provisions under Pennsylvania law
are   non-exclusive.   A   Pennsylvania   corporation   may   grant   additional
indemnification  rights  through its bylaws or through an  agreement,  a vote of
stockholders,  or a vote of disinterested directors and may create a fund of any
nature to secure its indemnification obligations.

         Pennsylvania  law  also  allows  for the  limitation  of  liability  of
directors.  A provision  in the article of  incorporation  or bylaws may provide
that a director  will not be  personally  liable for  monetary  damages  for any
actions  taken  unless the  director  has  breached  or failed to  perform  such
director's  fiduciary duty, and the breach or failure  consists of self-dealing,
willful  misconduct,  or  recklessness.  With  respect to the  performance  of a
director's  duty,  Pennsylvania  allows  a  director  to rely in good  faith  on
opinions,  information,  reports, and financial data presented to such person by
officers or employees of the company,  counsel,  and  accountants  as to matters
which the director  reasonably  believes to be in the expert  competence of such
person,  and committees of the board on which the director does not serve.  With
respect  to the  declaration  of  dividends  or other  distribution  of  assets,
directors of a  Pennsylvania  corporation  are not liable to the  corporation if
they rely and act on good faith on the  information  described  in the  statute.
However,  if they fail to so act,  and the  failure  is  willful  and  reckless,
Pennsylvania law places express statutory liability on directors in these areas.
Pennsylvania  law also assumes  that  directors  assent to all actions  taken at
board  meetings  unless they take specific steps to establish that they have not
so assented.

         The  Articles  of  Incorporation   provides  for   indemnification   in
derivative suits only if the director, officer, employee, or agent is successful
on the  merits  or  otherwise,  or such  director  acted  in good  faith  in the
transaction  which  is the  subject  of the  action  in a manner  such  director
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company.  Such a person shall not be indemnified in respect of any claim, issue,
or matter as to which such  director  has been  adjudged  liable to the  Company
unless the court in which the suit was  brought  determines,  that  despite  the
adjudication,  but in view of the  circumstances,  such  person  is  fairly  and
reasonably entitled to indemnity for such expenses as the court deems proper.

         The  Articles of  Incorporation  provide  further for the  proration of
amounts  to be  indemnified  where  necessary,  for the  advance  payment by the
Company of expenses  (including  attorneys'  fees), if the person  receiving the
payment  undertakes  in writing to repay such amounts if it is  determined  that
such person is not entitled to such indemnification,  and permits the Company to
purchase   insurance   on  the   aforementioned   persons   regardless   of  the
indemnification provisions against liability.

         In the event any portion of the Articles of Incorporation  with respect
to  indemnification  is  invalidated  by a court,  the Company may  nevertheless
indemnify each director,  officer, employee, and agent as to any costs, charges,
expenses  (including  attorneys'  fees),  judgment,  fines,  and amounts paid in
settlement with respect to any action,  suit, or proceeding,  to the full extent
permitted by any applicable part of the Articles of Incorporation  which has not
been invalidated and to the full extent permitted by applicable law.

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

         Not applicable.

                                      II-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 Securities Act of 1933;

                  (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 or F-3,  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 Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, 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 Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  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

                                      II-4
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  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.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 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 Securities  Act of 1933 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 Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
Norwood Financial Corp. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing a Registration Statement 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  Honesdale in the
Commonwealth of Pennsylvania, on the 11th day of August 1998.

                         Wayne Bank

                         By:  /s/ Lewis J. Critelli
                              --------------------------------------------------
                              Lewis J. Critelli
                              Senior Vice President and Chief Financial Officer
                              (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Norwood Financial Corp.,
do hereby  severally  constitute  and appoint  Lewis J.  Critelli,  our true and
lawful attorney and agent, to do any and all things and acts in our 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 Lewis J.  Critelli 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 offering of the  Company's  Common  Stock,
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 Lewis J.  Critelli  shall do or cause to
be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the date indicated.

By:      /s/ William W. Davis, Jr.                 By: /s/ Russell L. Ridd
         ---------------------------------------       -------------------------
         William W. Davis, Jr.                         Russell L. Ridd
         President and Chief Executive Officer         Chairman of the Board

Date:    August 11, 1998                          Date: August 11, 1998

By:      /s/ Edward C. Kasper                     By:  /s/ Lewis J. Critelli
         ---------------------------------------       ------------------------
         Edward C. Kasper                              Lewis J. Critelli
         Senior Vice President                         Senior Vice President and
                                                       Chief Financial Officer

Date:    August 11, 1998                         Date:   August 11, 1998
By:      /s/ John H. Sanders                     By:  /s/ Joseph A. Kneller
         ---------------------------------------      --------------------------
         John H. Sanders                              Joseph A. Kneller
         Senior Vice President                        Vice President

Date:    August 11, 1998                         Date:  August 11, 1998

By:      /s/ Harold A. Shook                     By:  /s/ Charles E. Case
         --------------------------------------       --------------------------
         Harold A. Shook                              Charles E. Case
         Director                                     Director

Date:    August 11, 1998                         Date:  August 11, 1998

By:      /s/ John E. Marshall                    By:   /s/ Daniel J. O'Neill
         ---------------------------------------       -------------------------
         John E. Marshall                              Daniel J. O'Neill
         Director and Secretary                        Director

Date:    August 11, 1998                         Date:   August 11, 1998

By:      /s/ Dr. Kenneth A. Phillips             By:   /s/ Gary P. Rickard
         ---------------------------------------       -------------------------
         Dr. Kenneth A. Phillips                       Gary P. Rickard
         Director                                      Director

Date:    August 11, 1998                         Date:   August 11, 1998

By:      /s/ John J. Weidner
         ---------------------------------------
         John J. Weidner
         Director

Date:    August 11, 1998
INDEX TO EXHIBITS

Exhibit                                    Description                     Page
-------                                    -----------                     ----

  4.1             Norwood Financial Corp. Stock Option Plan                   10

  4.2             Form of Stock Option Agreement to be entered into           24
                  with respect to Incentive Stock Options

  5.1             Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the   29
                  validity of the Common Stock being registered

  23.1            Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears    --
                  in their opinion filed as Exhibit 5.1)

  23.2            Consent of Independent Auditors                             32

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