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 FormS-4 |
FileNo. 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: |  | |||
| Lewis J. Critelli | ||||
President and Chief Executive Officer (Duly Authorized Representative) | ||||
| cc: | John J. Spidi, Esq. |
Jones Walker, LLP |