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UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 10-K/A
(Mark One)   x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934   For the Fiscal Year ended December 31, 2003 oro TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                       to                                       
Commission File No. 0-13599
Omega Financial Corporation(Exact name of registrant as specified in its charter)   Pennsylvania 25-1420888   (State or other jurisdiction of (IRS Employer Identification No.)incorporation or organization)     366 Walker Drive  State College, PA 16801   (Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (814) 231-7680
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, parvalue $5.00
     Indicate by check mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months, and (2) has been subject to such filingrequirements for the past 90 days.
Yes x                    No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K is not contained herein, and will not be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o
     Indicate by check mark whether the Registrant is an accelerated filer (asdefined in Rule 12b-2 of the Act.
Yes x                    No o
     The aggregate market value of the voting and non-voting common equity heldby non-affiliates computed by reference to the price at which the common equitywas last sold on June 30, 2003, the last business day of the registrant’s mostrecently completed second fiscal quarter was $249,313,329. (1)
     There were 8,469,278 shares of the registrant’s common stock outstandingas of February 24, 2004.
 

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PART IVItem 15: Exhibits, Financial Statement Schedules and Reports on Form 8-KSIGNATURESINFORMATION REGARDING CONSENT OF ARTHUR ANDERSEN LLPCEO CERTIFICATIONCFO CERTIFICATIONREPORT OF ARTHUR ANDERSEN LLP

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DOCUMENTS INCORPORATED BY REFERENCE
(Specific sections incorporated are identified under applicable items herein)
     Certain portions of the Company’s Annual Report to Shareholders for theyear ended December 31, 2003 are incorporated by reference in Parts II and IVof this Report.
     With the exception of the information incorporated by reference in PartsII and IV of this Report, the Company’s Annual Report to Shareholders for theyear ended December 31, 2003 is not to be deemed “filed” with the Securitiesand Exchange Commission for any purpose.
     Certain portions of the Company’s Proxy Statement to be filed inconnection with its 2004 Annual Meeting of Shareholders are incorporated byreference in Part III of this Report; provided, however, that the CompensationCommittee Report, the Audit Committee Report and the graph showing performanceof the Company’s stock and any other information in such Proxy Statement thatis not required to be included in this Annual Report on Form 10-K, shall not bedeemed to be incorporated herein or filed for the purposes of the SecuritiesAct of 1933 or the Securities Exchange Act of 1934.
     Other documents incorporated by reference are listed in the Exhibit Index.

(1) The aggregate dollar amount of the voting stock set forth equals the numberof shares of the Company’s Common Stock outstanding, reduced by the amount ofCommon Stock held by officers, directors, shareholders owning in excess of 10%of the Company’s Common Stock and the Company’s employee benefit plansmultiplied by the last reported sale price for the Company’s Common Stock onJune 30, 2003, the last business day of the registrant’s most recentlycompleted second fiscal quarter. The information provided shall in no way beconstrued as an admission that any officer, director or 10% shareholder of theCompany, or any employee benefit plan, may be deemed an affiliate of theCompany or that such person or entity is the beneficial owner of the sharesreported as being held by such person or entity, and any such inference ishereby disclaimed. The information provided herein is included solely forrecord keeping purposes of the Securities and Exchange Commission.
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Explanatory Note: Omega is filing this Amendment No. 1 to its Annual Report onForm 10-K for the year ended December 31, 2003 to: (1) file as Exhibit 99.1the report of Arthur Andersen LLP as of and for the year ended December 31,2001 in accordance with Regulation 2-02(e) of SEC Regulation S-X and (2)provide the disclosure required by Rule 437a of SEC Regulation S-X concerningthe inability to obtain the consent of Arthur Andersen LLP. This Amendment No.1 continues to speak as of the date of the original Annual Report on Form 10-K,and Omega has not updated in this Amendment the disclosures contained in theAnnual Report on Form 10-K to reflect any events that occurred at a later date.
PART IV
Item 15: Exhibits, Financial Statement Schedules and Reports on Form 8-K
     (a) Documents filed as part of this report:
            (1) Financial Statements. The following consolidated financial statementsand the notes thereto of the Company, which are included in the Company’sAnnual Report to Shareholders for the year ended December 31, 2003, and thereport of independent public accountants which is also included in such AnnualReport, are incorporated by reference into Item 8 of this Report:
     Consolidated Balance Sheets -            December 31,2003 and 2002
     Consolidated Statements of Income            Yearsended December 31, 2003, 2002 and 2001
     Consolidated Statements of Shareholders’ Equity -            Yearsended December 31, 2003, 2002 and 2001
     Consolidated Statements of Cash Flows            Yearsended December 31, 2003, 2002 and 2001
     Notes to Consolidated Financial Statements
     Report of Independent Certified Public Accountants
     Report of Independent Public Accountants (filed as Exhibit 99.1)
     (2) Financial Statement Schedules. Financial statement schedules areomitted because they are not applicable or the required information is shown inthe financial statements or notes thereto.
Exhibits filed pursuant to Item 601 of Regulation S-K         **Number** **Title**  3.1(1) Amended and Restated Articles of Incorporation of Omega        3.2(4) Articles of Amendment to the Amended and Restated Articles ofIncorporation.        3.3(7) Articles of Amendment to the Amended and Restated Articles ofIncorporation        3.4 (12) Amended and Restated By-Laws of Omega        *10.2(2) Peoples (now Omega) Stock Option Plan (1986).        *10.2(5) Amendment No. 1 to Stock Option Plan (1986).
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         **Number** **Title**  *10.3(3) Omega Executive Incentive Compensation Plan.        10.4(5) Purchase Agreement (with Exhibits) between Omega and Mid-StateBank & Trust Company (“Mid-State”).        10.5(5) Assignment of Promissory Note from Omega to Mid-State togetherwith $5,000,000 Secured Promissory Note of Omega FinancialCorporation Employee Stock Ownership Plan Trust (“ESOP Trust”).        10.6(5) Pledge and Security Agreement between Omega and the ESOP Trust.        10.7(5) Mortgage from Omega to Mid-State.        *10.8(6) 1994 Stock Option Plan for Non-Employee Directors        *10.9(7) Directors Deferred Compensation Agreements for Peoples National Bank and Omega Financial Corporation        *10.10(8) 1996 Employee Stock Option Plan        *10.11(9) Omega Bank, National Association Amended and Restated Salary Continuation Agreement with David B. Lee        *10.12(9) Omega Bank, National Association Salary Continuation Agreement with Daniel Warfel        *10.13(10) Omega Financial Corporation Employee Stock Ownership Plan (Restated Effective January 1, 1997)        *10.14 (12) Amendment No. 1 to Omega Employee Stock Ownership Plan        *10.15 (12) Amendment No. 2 to Omega Employee Stock Ownership Plan        *10.16 (12) Amendment No. 3 to Omega Employee Stock Ownership Plan        *10.17 (12) Amendment No. 4 to Omega Employee Stock Ownership Plan        *10.18 (12) Employment Agreement with D. Stephen Martz        *10.19  Severance Agreement by and between Omega Financial Corporation and Daniel L. Warfel (previously filed)        *10.20  Severance Agreement by and between Omega Financial Corporation and Donita R. Koval (previously filed)        *10.21  First Amendment to the Omega Bank, National Association Amended and Restated Salary Continuation Agreement withDavid B. Lee (previously filed)        *10.22  Employment Agreement with David B. Lee (previously filed)        *10.23  First Amendment to the Omega Bank, National Association Amended and Restated Salary Continuation Agreement withDaniel L. Warfel (previously filed)
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         **Number** **Title**  *10.24  Omega Bank, National Association Salary Continuation Agreement with Donita Koval (previously filed)        13.1  Annual Report to Shareholders for the year ended December31, 2003 (such report, except for those portions expresslyincorporated by reference in this Annual Report on Form 10-K, isfurnished for the information of the Commission and is not to bedeemed filed as part of this Report).        14.1  Omega Financial Corporation Code of Ethics for SeniorFinancial Officers (previously filed)        16.1(11) Letter concerning Change in Certifying Accountant        21.1  Subsidiaries of the Registrant (previously filed)        23.1  Consent of Ernst and Young (previously filed)        23.2  Information Regarding Consent of Arthur Andersen LLP (filed herewith)        31.1  Certification of Chief Executive Officer pursuant to Rule13a-14(a) and Rule 15(d)-14(a) of the Securities Exchange Act, as amended        31.2  Certification of Chief Financial Officer pursuant to Rule13a-14(a) and Rule 15(d)-14(a) of the Securities Exchange Act, as amended        99.1  Report of Arthur Andersen LLP (filed herewith)
     (b) Reports on Form 8-K filed or furnished in the fourth quarter of 2003:Form 8-K dated October 24, 2003.
* Indicates management contract or compensatory plan,contract or arrangement. (1) Incorporated by reference from Omega’s (formerly Peoples’)Annual Report on Form 10-K for the year ended December 31, 1986. (2) Incorporated by reference from Omega’s (formerly Peoples’Registration Statement on Form S-4 (File No. 33-9045). (3) Incorporated by reference from Omega’s Annual Report onForm 10-K for the year ended December 31, 1988. (4) Incorporated by reference from Omega’s Quarterly Report onForm 10-Q for the period ended June 30, 1990. (5) Incorporated by reference from Omega’s Annual Report onForm 10-K for the year ended December 31, 1990. (6) Incorporated by reference from Omega’s RegistrationStatement on Form S-8 (Registration No. 33-82214). (7) Incorporated by reference from Omega’s Annual Report onForm 10-K for the year ended December 31, 1994. (8) Incorporated by reference from Omega’s Annual Report onForm 10-K for the year ended December 31, 1995. (9) Incorporated by reference from Omega’s Annual Report onForm 10-K for the year ended December 31, 2000. (10) Incorporated by reference from Omega’s Annual Report on Form 10-Kfor the year ended December 31, 2001. (11) Incorporated by reference from Omega’s Annual Report on Form 8-Kfiled on April 11, 2002. (12) Incorporated by reference from Omega’s Annual Report on Form 10-Kfor the year ended December 31, 2002.
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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities andExchange Act of 1934, the Registrant has duly caused this amendment to besigned on its behalf by the undersigned, thereunto duly authorized.    OMEGA FINANCIAL CORPORATION        Date: 11/29/2004 By: /s/ David B. Lee David B. Lee, Chairman of the Board and Chief Executive Officer
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