EXHIBIT 23.2

                         Consent of Independent Auditors






                                  EXHIBIT 23.2




                         CONSENT OF INDEPENDENT AUDITORS




         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration  Statement on Form S-8,  pertaining to the Norwood  Financial Corp.
Stock Option Plan,  of our report dated  January 30, 1998,  relating to the 1997
consolidated  financial  statements of Norwood Financial Corp.  appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.



                                                  /s/ BEARD & COMPANY, INC.

                                                  BEARD & COMPANY, INC.





Harrisburg, Pennsylvania
August 11, 1998