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)
                                  May 10, 2005

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

       Pennsylvania                   0-32623                      23-2925762
- ----------------------------      --------------          ----------------------
(State or other jurisdiction      (SEC File No.)                 (IRS Employer
     of incorporation)                                    Identification Number)

116 East College Avenue, State College, Pennsylvania               16801
- ----------------------------------------------------              ----------
(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
                      ------------------------------------

                        SECTION 2 - FINANCIAL INFORMATION

ITEM 2.02.  RESULTS OF OPERATION AND FINANCIAL CONDITION.

     On May 10, 2005, the Registrant  issued a press release to report  earnings
for the quarter  ended March 31, 2005. A copy of the press  release is furnished
with this Form 8-K as Exhibit 99 and incorporated herein by reference.

                 SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits:

              Exhibit 99 - Press Release dated May 10, 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, thereunto duly authorized.

                                            NITTANY FINANCIAL CORP.



Date: May 11, 2005                          By: /s/ Gary M. Bradley
                                                --------------------------------
                                                Gary M. Bradley
                                                Chief Accounting Officer
                                                (Duly Authorized Officer)