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

                                    FORM 8-K

                                 CURRENT REPORT

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


       Date of Report (Date of earliest event reported) December 15, 2005
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                             Norwood Financial Corp.
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             (Exact name of registrant as specified in its charter)


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


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


Registrant's telephone number, including area code:  (570) 253-1455
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                                 Not Applicable
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          (Former name or former address, if changed since last report)

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

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

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

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

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

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                             NORWOOD FINANCIAL CORP.

                      INFORMATION TO BE INCLUDED IN REPORT
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Item 8.01.  Other Events
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         On  December  15,  2005,  the  Registrant  announced  that its Board of
Directors had increased its quarterly  dividend to $.21 per share beginning with
the dividend payable on February 1, 2006 to stockholders of record as of January
13, 2006. For further  information,  reference is made to the Registrant's press
release, dated December 15, 2005, which is filed as Exhibit 99.1 hereto.

Item 9.01.  Financial Statements and Exhibits                 
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         (c) The following exhibits are filed with this report.

                  Number   Description
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                  99.1     Press Release, dated December 15, 2005




                                   SIGNATURES


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


                                      NORWOOD FINANCIAL CORP.



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