UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported)
                                December 30, 2004



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                             NITTANY FINANCIAL CORP.
             (Exact name of Registrant as specified in its Charter)



        Pennsylvania                      0-32623                23-2925762
- ----------------------------   ------------------------   ---------------------
(State or other jurisdiction   (Commission File Number)        (IRS Employer
of incorporation)                                         Identification Number)



116 East College Avenue, State College, Pennsylvania                    16801
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(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:    (814) 234-7320
                                                       --------------

                                 Not Applicable
          -------------------------------------------------------------
          (Former name or former address, if changed since last Report)

         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     | |  Written communications pursuant to Rule 425 under the Securities Act

     | |  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

     | |  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act

     | |  Pre-commencement to communications pursuant to Rule 13e-4(c) under the
          Exchange Act





                             NITTANY FINANCIAL CORP.

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


ITEM 8.01  OTHER EVENTSu

     On November 23, 2004, the  Registrant  announced that it planned to conduct
an offering of additional shares of Common Stock. On or about December 30, 2004,
the  Registrant  began the  additional  Common Stock offering and mailed a stock
offering prospectus to stockholders of record as of November 26, 2004.

     For further  details,  reference is made to the Press Release dated January
3, 2005, which is attached hereto as Exhibit 99 and incorporated  herein by this
reference.


ITEM 9.01  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITSu

Exhibit 99       Press Release dated January 3, 2005.








                                   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.


                                 NITTANY FINANCIAL CORP.



Date: January 3, 2005            By: /s/ David Z. Richards
                                     -------------------------------------------
                                     David Z. Richards
                                     President and Chief Executive Officer
                                     (Duly Authorized Officer)