April 9, 2020

Via Edgar

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Norwood Financial Corp.

Registration Statement on Form S-4

File No. 333-237277

Dear Sir or Madam:

Pursuant to Rule 461 of Regulation C, we hereby request acceleration of the effective date of the above-referenced Registration Statement to April 13, 2020, at 11:00 a.m., Washington, D.C. time, or as soon thereafter as is practicable that the staff of the Commission, acting pursuant to delegated authority, may determine.

Please contact John J. Spidi of Jones Walker, LLP at (202) 434-4670 if you have any questions regarding this request.

NORWOOD FINANCIAL CORP.
By:
	Lewis J. Critelli
	President and Chief Executive Officer (Duly Authorized Representative)

cc: John J. Spidi, Esq.

Jones Walker, LLP