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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
(Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2005oro
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
  Omega Financial Corporation
  Pennsylvania
(State or other jurisdiction of
incorporation or organization)
    
    25-1420888
(I.R.S. Employer Identification No.)
 366 Walker Drive, State College, PA
(Address of principal executive offices)
    
    16801
(Zip Code)
    o þ
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    The aggregate dollar amount of the voting
stock set forth equals the number of shares of the registrants common
stock outstanding, reduced by the amount of common stock held by officers,
directors, shareholders owning in excess of 10% of the registrants
common stock and the registrants employee benefit plans multiplied by
the last reported sale price for the registrants common stock on June
30, 2005, the last business day of the registrants most recently
completed second fiscal quarter. The information provided shall in no way be
construed as an admission that any officer, director or more than 10%
shareholder of the registrant, or any employee benefit plan, may be deemed an
affiliate of the registrant or that such person or entity is the beneficial
owner of the shares reported as being held by such person or entity, and any
such inference is hereby disclaimed. The information provided herein is
included solely for record keeping purposes of the Securities and Exchange
Commission.




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IVItem 15: Exhibits, Financial Statement SchedulesSIGNATURESEXHIBIT INDEXCertification    Table of Contents  
 EXPLANATORY NOTE
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OMEGA FINANCIAL CORPORATION
 ANNUAL REPORT ON FORM 10-K/A
(Amendment No. 1)
 TABLE OF CONTENTS
 PageEXPLANATORY NOTE
    
    
    iPART IV
    
    
    1Item 15: Exhibits, Financial Statement Schedules
    
    
    1SIGNATURES
    
    
    4EXHIBIT INDEX
    
    
    5
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PART IV
 
 Item 15: Exhibits, Financial Statement Schedules
  Number
    
    Title2.1(14)
    
    Agreement and Plan of Merger with Sun Bancorp3.1(1)
    
    Amended and Restated Articles of Incorporation of Omega3.2(4)
    
    Articles of Amendment to the Amended and Restated Articles of Incorporation3.3(7)
    
    Articles of Amendment to the Amended and Restated Articles of Incorporation3.4**
    
    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)*10.3(3)
    
    Omega Executive Incentive Compensation Plan10.4(5)
    
    Purchase Agreement (with Exhibits) between Omega and Mid-State Bank &
Trust Company (Mid-State)10.5(5)
    
    Assignment of Promissory Note from Omega to Mid-State together with
$5,000,000 Secured Promissory Note of Omega Financial Corporation 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(11)
    
    Amendment No. 1 to Omega Employee Stock Ownership Plan*10.15(11)
    
    Amendment No. 2 to Omega Employee Stock Ownership Plan*10.16(11)
    
    Amendment No. 3 to Omega Employee Stock Ownership Plan*10.17(11)
    
    Amendment No. 4 to Omega Employee Stock Ownership Plan*10.18(12)
    
    Severance Agreement by and between Omega Financial Corporation and Daniel
L. Warfel*10.19(12)
    
    Severance Agreement by and between Omega Financial Corporation and Donita
R. Koval
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Number
    
    Title*10.20(12)
    
    First Amendment to the Omega Bank, National Association Amended and
Restated Salary Continuation Agreement with David B. Lee*10.21(12)
    
    Employment Agreement with David B. Lee*10.22(12)
    
    First Amendment to the Omega Bank, National Association Amended and
Restated Salary Continuation Agreement with Daniel L. Warfel*10.23(12)
    
    Omega Bank, National Association Salary Continuation Agreement with Donita
Koval*10.24**
    
    Employment Agreement with Maureen Bufalino*10.25**
    
    Description of Directors and Executive Officers Compensation*10.26**
    
    First Amendment to Employment Agreement with David B. Lee*10.27(14)
    
    2004 Stock Option Plan for Non-Employee Directors13.1**
    
    Annual Report to Shareholders for the year ended December 31, 2005 (such
report, except for those portions expressly incorporated by reference in
this Annual Report on Form 10-K, is furnished for the information of the
Commission and is not to be deemed filed as part of this Report)14.1(15)
    
    Omega Financial Corporation Code of Ethics and Comprehensive Insiders
Activities Policy21.1**
    
    Subsidiaries of Omega Financial Corporation23.1**
    
    Consent of Ernst & Young LLP31.1**
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule
15(d)-14(a) under the Securities Exchange Act of 1934, as amended31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule
15(d)-14(a) under the Securities Exchange Act of 1934, as amended32.1**
    
    Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 *
    
    Indicates management contract or compensatory plan, contract or arrangement.**
    
    Previously filed with the Form 10-K on March 16, 2006.(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 on Form 10-K for the year ended December
31, 1988.(4)
    
    Incorporated by reference from Omegas Quarterly Report on Form 10-Q for the period ended
June 30, 1990.(5)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended
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December 31, 1990.(6)
    
    Incorporated by reference from Omegas Registration Statement on Form S-8 (Registration No.
33-82214).(7)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended December
31, 1994.(8)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended December
31, 1995.(9)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended December
31, 2000.(10)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended December
31, 2001.(11)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended December
31, 2002.(12)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended December
31, 2003.(13)
    
    Incorporated by reference from an exhibit to Omegas Current Report on Form 8-K filed on
April 21, 2004.(14)
    
    Incorporated by reference from Appendix C to Omegas Proxy Statement relating to the 2004
Annual Meeting of Shareholders filed on March 15, 2004.(15)
    
    Incorporated by reference from Omegas Annual Report on Form 10-K for the year ended December
31, 2004.
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SIGNATURES
  OMEGA FINANCIAL CORPORATIONDate: May 1, 2006
    By:
    /s/ Donita R. KovalDonita R. KovalPresident and Chief Executive Officer 4




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OMEGA FINANCIAL CORPORATION
ANNUAL REPORT ON FORM 10-K/A
(Amendment No. 1)
 
 EXHIBIT INDEX
 31.2
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a)/Rule 15(d)-14(a) under the Securities Exchange Act of 1934,
as amended
 5