April 10, 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 17, 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: |
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| Lewis J. Critelli | ||||
| President and Chief Executive Officer (Duly Authorized Representative) |
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| cc: | John J. Spidi, Esq. |
| Jones Walker, LLP |