NITTANY FINANCIAL CORP
NT 10-K, 1999-03-31
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  FORM 12b-25                    SEC FILE NUMBER

                           NOTIFICATION OF LATE FILING                 333-57277
<TABLE>
<CAPTION>
<S>          <C>                            <C>            <C>             <C>
(Check One): [x] Form 10-K and Form 10-KSB  [ ] Form 20-F  [ ] Form 11-K 
             [ ] Form 10-Q and Form 10-QSB  [ ] Form N-SAR                  CUSIP NUMBER

             For Period Ended:   December 31, 1998                            65480R102
                                 ---------------------------
             [ ] Transition  Report on Form 10-K [ ]  Transition  Report on
             Form 20-F [ ]  Transition  Report on Form 11-K [ ]  Transition
             Report on Form 10-Q [ ] Transition Report on Form N-SAR
             For the Transition Period Ended:  
                                              ----------------------------------
</TABLE>

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

         Nothing in this form shall be  construed  to imply that the  Commission
has verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

- --------------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION

- --------------------------------------------------------------------------------

Full Name of Registrant

                                 Nittany Financial Corp.                        
- --------------------------------------------------------------------------------
Former Name if Applicable

                                 116 East College Avenue                        
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

                                 State College, Pennsylvania  16801             
- --------------------------------------------------------------------------------
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the  registrant  seeks  relief  pursuant to Rule 12b- 25(b),  the  following
should be completed. (Check box if appropriate)

         [x]      (a)     The reasons described in reasonable detail in Part III
                          of this form could not be eliminated without
                          unreasonable effort or expense;
         [x]              (b) The subject  annual report,  semi-annual  report,
                          transition  report on Form 10-K,  Form 20-F,  11-K or
                          Form N-SAR, or portion  thereof,  will be filed on or
                          before  the  fifteenth  calendar  day  following  the
                          prescribed due date; or the subject  quarterly report
                          of transition report on Form 10-Q, or portion thereof
                          will be filed on or  before  the fifth  calendar  day
                          following the prescribed due date; and
         [ ]      (c)     The accountant's statement or other exhibit required 
                          by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in  reasonable  detail the  reasons why Forms 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof, could not be filed within the prescribed time period.

                                                 (Attach Extra Sheets if Needed)


<PAGE>
                                                                 SEC 1344 (6/94)
PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

    David Z. Richards                   (814)                234-7320     
    -----------------                 -----------        ------------------ 
         (Name)                       (Area Code)        (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s).                                     [ x] Yes [ ] No

     ---------------------------------------------------------------------------

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings statement to be included in the subject report or portion thereof?
                                                             [  ] Yes [x] No

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.


- --------------------------------------------------------------------------------
                             Nittany Financial Corp.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date  March 31, 1999                            By /s/ David Z. Richards  
    --------------------------------------        ------------------------------

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal Criminal
     Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the  notification  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  a  report  within  the time  period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of Regulation  S-T  (ss.232.201  or ss.232.202 of this chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T (ss.232.13(b) of this chapter).




<PAGE>


Response to Part III
- --------------------

The audited financial statements will not be completed nor issued within 90 days
of the end of the 1998 fiscal year (i.e.  by March 31, 1999).  As a result,  the
Form  10-KSB for the fiscal  year ended  December  31, 1998 will not be filed by
March 31, 1999  although  the  registrant  expects  that the Form 10-KSB will be
filed  on or  before  April  15,  1999  in  accordance  with  Rule  12b-25(b)(2)
promulgated  under the  Securities  Exchange  Act of 1934,  as amended.  For the
reason stated  above,  the  registrant  cannot file the Form 10-KSB by March 31,
1999 without unreasonable effort or expense.








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