EXHIBIT 23.2


SNODGRASS
Certified Public Accountants and Consultants




                        CONSENT OF INDEPENDENT AUDITORS




We consent to the incorporation by reference in this  Registration  Statement of
Norwood  Financial  Corp.  on Form S-8 of our report  dated  February  14, 1997,
insofar as such report  relates to the financial  statements  for the year ended
December  31,  1996,  appearing  in the  Annual  Report on Form 10-K of  Norwood
Financial Corp. for the year ended December 31, 1998.


/s/S.R. Snodgrass, A.C.

Wesford, PA
March 23, 1999







                                                                    
S.R. Snodgrass. A.C.
101 Bradford Road, Suite 100 Wexford, PA   15090-6909   Phone: 724-934-0344   Facsimile: 724-934-0345