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)
                                 January 4, 2006

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


       Pennsylvania                   0-32623                   23-2925762
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(State or other jurisdiction      (SEC File No.)             (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
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                                 Not Applicable
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          (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
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ITEM 8.01 OTHER EVENTS
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     On January 4, 2006 National Penn Bancshares, Inc. and the Registrant issued
a  joint  press  release  announcing  the  receipt  of the  required  regulatory
approvals to proceed with their  proposed  merger.  A copy of the press  release
dated January 4, 2006 is attached as Exhibit 99.1 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits

     99.1 Press  release,  dated January 4, 2006,  of National Penn  Bancshares,
          Inc. and Nittany Financial Corp.






                                   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: January 4, 2006                       By: /s/ Gary M. Bradley
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                                                Gary M. Bradley
                                                Chief Accounting Officer
                                                (Duly Authorized Officer)