July 10, 2024
Via Edgar
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Norwood Financial Corp |
Registration Statement on Form S-3
File No. 333-279619
Dear Sir or Madam:
Pursuant to Rule 461 of Regulation C, we hereby request acceleration of the effective date of the above-referenced Registration Statement to July 11, 2024, at 3:00 p.m., Washington, D.C. time, or as soon thereafter as is practicable that the staff of the Commission, acting pursuant to delegated authority, may determine.
Please contact John J. Spidi of Jones Walker, LLP at (202) 434-4670 if you have any questions regarding this request.
| NORWOOD FINANCIAL CORP | ||
| By: | /s/ James O. Donnelly | |
| James O. Donnelly | ||
| President and Chief Executive Officer | ||
| (Duly Authorized Representative) | ||
| cc: | John J. Spidi, Esq. |
Jones Walker, LLP