NORWOOD FINANCIAL CORP
8-K/A, 1997-10-03
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   Form 8-K-A

                                 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)




<PAGE>





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



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

         (c)      Exhibits:

                  16       Response of S.R. Snodgrass, A.C. regarding Form 8-K-A
                           filed with the Commission on September 30, 1997 (Item
                           4.  Change in Registrant's Certifying Auditors).





<PAGE>


                                   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:    October 2, 1997              By:      /s/Lewis J. Critelli
         ---------------                       -------------------------------
                                               Lewis J. Critelli
                                               Senior Vice President and Chief
                                               Financial Officer





                                   EXHIBIT 16
<PAGE>


[S.R. Snodgrss Logo]






October 1, 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).  We have
reviewed the  disclosure  contained in the Form 8-K-A Current  Report of Norwood
Financial Corp.  filed with your office on September 30, 1997 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 our  understanding  that this  letter  will be filed as  Exhibit  16 to an
amendment  to  the  Form  8-K-A  Current  Report  referenced  in  the  preceding
paragraph.

Sincerely,


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

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

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