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:) September 9, 1997
                                                  -----------------

                             NORWOOD FINANCIAL CORP.
             (Exact name of Registrant as specified in its Charter)

Pennsylvania                     0-28366            23-2828306
- ------------                     -------            ----------
(State or other jurisdiction     (Commission        (IRS Employer
of incorporation)                File Number)        Identification No.)

         717 Main Street, Honesdale, Pennsylvania          18341
         ----------------------------------------          -----
         (Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code: (717)253-1455
                                                    -------------

                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last Report)

                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------

Item 4.  Change in Registrant's Certifying Auditors
         ------------------------------------------

         On  September  9, 1997,  the Board of  Directors  of Norwood  Financial
Corp., Honesdale,  Pennsylvania,  ("Corporation") unanimously determined that it
would discontinue the engagement of S.R. Snodgrass, A.C., Wexford, Pennsylvania,
("SRS"),  as its independent  auditors and determined that the Corporation  will
engage  Beard  &  Company,   Inc.,   Certified   Public   Accountants,   Reading
Pennsylvania,  ("Beard"),  as the  Corporation's  auditors  for the fiscal  year
ending December 31, 1997. The Corporation's  decisions were effective  September
9, 1997.

         SRS audited the  consolidated  financial  statements of the Corporation
for the years ended December 31, 1996 and 1995.  The  termination of SRS was not
due to any  disagreements  with SRS as to any  matters of  accounting  policies,
procedures or practices or with respect to financial statement disclosure. SRS's
report  on the  financial  statements  for the most  recent  fiscal  year of the
Corporation  did not contain an adverse  opinion or disclaimer  of opinion,  nor
were such  reports  qualified  or  modified  as to  uncertainty,  audit scope or
accounting principles.

         During the two fiscal  years ended  December  31, 1996 and 1995 and the
subsequent  interim  period  preceding  the  termination  of SRS,  there were no
disagreements  with SRS on any matter of  accounting  principals  or  practices,
financial   statement   disclosure  or  auditing   scope  or  procedure,   which
disagreements,  if not resolved to the satisfaction of SRS, would have caused it
to make reference to the subject matter of the  disagreements in connection with
its reports.

         During the Corporation's  fiscal years ended December 31, 1996 and 1995
and the  subsequent  interim period  preceding  SRS's  termination,  SRS did not
advise the Corporation of any of the following:

         (A) that the internal controls necessary for the Corporation to develop
reliable financial statements did not exist;

         (B) that  information had come to SRS's attention that had led it to no
longer  be  able  to  rely on  management's  representations,  or  that  made it
unwilling to be associated with the financial statements prepared by management;

         (C)(1)  of  the  need  to  expand   significantly   the  scope  of  the
Corporation's audit, or that information had come to SRS's attention during such
time  period  that if  further  investigated  might (i)  materially  impact  the
fairness or  reliability  of either:  a  previously  issued  audit report or the
underlying  financial  statements,  or the financial  statements issued or to be
issued  covering the fiscal  periods  subsequent  to the date of the most recent
financial statements covered by an audit report (including  information that may
prevent  it from  rendering  an  unqualified  audit  report  on those  financial
statements); or (ii) cause it to be unwilling to rely on management's

representations  or be associated with the Corporation's  financial  statements,
and

         (2) that due to SRS's  termination,  or for another reason, SRS did not
so expand the scope of its audit or conduct such further investigation; or

         (D)(1)  that  information  had  come  to  SRS's  attention  that it had
concluded  materially  impacted  the  fairness  or  reliability  of either (i) a
previously issued audit report or the underlying financial  statements,  or (ii)
the  financial  statements  issued or to be issued  covering the fiscal  periods
subsequent  to the date of the most recent  financial  statements  covered by an
audit report (including information that, unless resolved to SRS's satisfaction,
would prevent it from rendering an unqualified  audit report on those  financial
statements), and

         (2) due to SRS's  termination,  or for any other reason,  the issue has
not been resolved to SRS's satisfaction prior to its termination.

         During the  Corporation's  two fiscal years ended December 31, 1996 and
1995 and the  subsequent  interim  period  preceding  Beard's  appointment,  the
Corporation  did not consult  Beard  regarding  the  application  of  accounting
principles,  either  completed  or proposed,  or the type of audit  opinion that
might be rendered on the Corporation's financial statements.

         SRS has been requested by the Corporation to review this disclosure and
furnish  Corporation  with a letter  addressed  to the  Securities  and Exchange
Commission  stating  whether they agree with the statements  made by Corporation
with respect to SRS. For a copy of SRS's response, see Exhibit 16.

Item 7.   Financial Statements, Pro Forma Financial
                  Information and Exhibits
                  ------------------------

         (c)      Exhibits:

                  16       Response of S.R. Snodgrass, A.C.

                                                    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:    September 16, 1997             By:      /s/Lewis J. Critelli
         ------------------                      --------------------
                                                 Lewis J. Critelli
                                                 Senior Vice President and Chief
                                                 Financial Officer

                                   EXHIBIT 16

SNODGRASS [LOGO]

September 15, 1997

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

This letter is  furnished  pursuant  to 17 C.F.R.  Section  229.304(a)(3).  S.R.
Snodgrass,  A.C. have reviewed the disclosure  contained in the Form 8-K Current
Report of Norwood Financial Corp. and  agree with the statements made by Norwood
Financial Corp. in response to 17 C.F.R.  Section 229.304(a) that relate to S.R.
Snodgrass, A.C.

It is the understanding of S.R. Snodgrass, A.C., that  this letter will be filed
as  Exhibit  16 to the Form  8-K  Current  Report  referenced  in the  preceding
paragraph.

Sincerely,

/s/S.R. Snodgrass, A.C.
S.R. Snodgrass, A.C.

S.R. Snodgrass, A.C.
                                                              
101 Bradford Road Wexford, PA 15090-6909   Phone: 412-934-0344    Facsimile: 412-934-0345