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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) July 17, 2003
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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 Number)   (IRS Employer
 of incorporation)                                            dentification 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)


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                             NORWOOD FINANCIAL CORP.

                      INFORMATION TO BE INCLUDED IN REPORT

Item 7.   Financial Statements and Exhibits
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     (c) Exhibits: The following exhibits are being furnished with this report.

         99.1 Press Release dated July 17, 2003


Item 9.  Regulation FD Disclosure
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     Information  under  this  Item 9 is being  provided  pursuant  to Item 12 -
Results of  Operations  and Financial  Condition in accordance  with Release No.
34-47583.  On July 17, 2003,  the  Registrant  issued a press  release to report
earnings for the quarter  ended June 30,  2003.  A copy of the press  release is
furnished with this Form 8-K as an exhibit.


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                                   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: July 17, 2003                   By:  /s/ William W. Davis, Jr.
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                                           William W. Davis, Jr.
                                           President and Chief Executive Officer






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