UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
(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, 2005

      or

      |_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the transition period from ______________ to ______________

                         Commission file number 0-13599

                           Omega Financial Corporation
             (Exact name of registrant as specified in its charter)

              Pennsylvania                              25-1420888
    (State or other jurisdiction of         (I.R.S. 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, par
value $5.00

      Indicate by check mark if the registrant is a well-known  seasoned issuer,
as defined in Rule 405 of the Securities Act Yes |_| No |X|

      Indicate by check mark if the  registrant  is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

      Indicate  by check mark  whether  the  registrant  is a large  accelerated
filer, an accelerated  filer,  or an  non-accelerated  filer.  See definition of
"accelerated  filer and large accelerated  filer" in Rule 12-b-2 of the Exchange
Act. (Check one):

      Large accelerated filer |_|               Accelerated filer  |X|

                            Non-accelerated filer  |_|

      Indicate  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Act) Yes |_| No |X|

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold on June 30, 2005, the last business day of the  registrant's  most
recently completed second fiscal quarter was $357,819,244. (1)

         There were 12,687,771 shares of the registrant's common stock
outstanding as of February 22, 2006.


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<PAGE>

DOCUMENTS INCORPORATED BY REFERENCE

(Specific  sections  incorporated by reference are identified  under  applicable
items herein)

      Certain  portions of the Company's  Annual Report to Shareholders  for the
year ended  December 31, 2005 are  incorporated  by reference in Part II of this
Report.

      With the exception of the information incorporated by reference in Part II
of this Report,  the Company's  Annual Report to Shareholders for the year ended
December 31, 2005 is not to be deemed to be incorporated  herein or "filed" with
the Securities and Exchange Commission for any purpose.

      Certain  portions  of  the  Company's  Proxy  Statement  to  be  filed  in
connection  with its 2006 Annual Meeting of  Shareholders  are  incorporated  by
reference in Part III of this Report;  provided,  however, that the Compensation
Committee Report,  the Audit Committee Report and the graph showing  performance
of the Company's stock and any other information in such Proxy Statement that is
not  required to be included  in this Annual  Report on Form 10-K,  shall not be
deemed to be  incorporated  herein or "filed" with the  Securities  and Exchange
Commission for any purpose.

----------
(1) 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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<PAGE>

                           OMEGA FINANCIAL CORPORATION
                           ANNUAL REPORT ON FORM 10-K
                                DECEMBER 31, 2005

                                TABLE OF CONTENTS

PART I

Item 1.     Business                                                           4

Item 1A.    Risk Factors                                                      11

Item 1B.    Unresolved Staff Comments                                         15

Item 2.     Properties                                                        16

Item 3.     Legal Proceedings                                                 19

Item 4.     Submission of Matters to a Vote of Security Holders               19

Item 4.1    Executive Officers of the Registrant                              19

PART II

Item 5.     Market for Common Equity, Related Shareholder Matters
            and Issuer Purchases of Equity Securities                         20

Item 6.     Selected Financial Data                                           20

Item 7.     Management's Discussion and Analysis
            of Financial Condition and Results of Operation                   21

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk        21

Item 8.     Financial Statements and Supplementary Data                       21

Item 9.     Changes in and Disagreements with Accountants
            on Accounting and Financial Disclosure                            21

Item 9A.    Controls and Procedures                                           21

Item 9B.    Other Information                                                 22

PART III

Item 10.    Directors and Executive Officers of the Registrant                22

Item 11.    Executive Compensation                                            22

Item 12.    Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters                        23

Item 13.    Certain Relationships and Related Transactions                    24

Item 14.    Principal Accountant Fees and Services                            24

PART IV

Item 15.    Exhibits, Financial Statement Schedules                           24

Signatures                                                                    27

Exhibit Index                                                                 29


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<PAGE>

FORWARD LOOKING STATEMENTS

The  information  contained in this annual report on Form 10-K contains  forward
looking  statements (as such term is defined in the  Securities  Exchange Act of
1934 and the regulations thereunder),  including without limitation,  statements
as to the future loan and deposit  volumes,  the  allowance  and  provision  for
possible  loan  losses,  future  interest  rates and their  effect on  financial
condition or results of operations of Omega Financial Corporation ("Omega"), the
classification  of Omega's  investment  portfolio and other statements which are
not historical facts or as to trends or management's intentions, plans, beliefs,
expectations or opinions.  Such forward looking  statements are subject to risks
and  uncertainties and may be affected by various factors which may cause actual
results  to differ  materially  from  those in the  forward  looking  statements
including  without  limitation,  the effect of economic  conditions  and related
uncertainties,  the effect of  interest  rate  changes and loan losses on Omega,
federal and state  government  regulation,  competition  and other risk  factors
described in Item 1A of Omega's  Annual  Report on Form 10-K for the fiscal year
ended December 31, 2005, a copy of which may be obtained from Omega upon request
and without  charge  (except for the  exhibits  thereto).  Omega  undertakes  no
obligation to update or revise any forward-looking statement.

PART I

Item 1: Business

GENERAL

      Omega Financial  Corporation  ("Omega" or the "Company") is a Pennsylvania
business  corporation  that is  registered  as a bank  holding  company  and has
elected to be a financial  holding company under the Bank Holding Company Act of
1956, as amended. Omega was formed,  effective December 31, 1986, as a result of
the merger of Heritage Financial Services Corporation  ("Heritage") into Peoples
National Bancorp, Inc. ("Peoples") and the change of Peoples' name to Omega.

      Peoples  was  incorporated  on June 24,  1982 and  became an  active  bank
holding  company on  December  7, 1982  through  the  acquisition  of all of the
outstanding  shares of Peoples National Bank of Central  Pennsylvania  ("Peoples
Bank").  Heritage  was  incorporated  on June 21, 1982 and became an active bank
holding  company on December  31, 1982  through  the  acquisition  of all of the
outstanding shares of The Russell National Bank ("Russell Bank"). As a result of
the merger of Heritage into Peoples,  Omega became the holding  company for both
Peoples Bank and Russell Bank. On January 28, 1994, Penn Central  Bancorp,  Inc.
("Penn Central"), a bank holding company,  merged into Omega. As a result of the
merger of Penn  Central into Omega,  Omega  became the holding  company for Penn
Central's  five  wholly-owned  subsidiaries:  Penn Central  National Bank ("Penn
Central  Bank"),  Hollidaysburg  Trust  Company  ("Hollidaysburg"),   the  First
National Bank of Saxton  ("Saxton  Bank"),  Penn Central  Bancorp Life Insurance
Company and Penn  Central  Bancorp  Investment  Company.  On February  18, 1995,
Saxton Bank merged into Penn Central  Bank and on March 18,  1995,  Peoples Bank
and Russell Bank merged to form Omega Bank N.A. (the "Bank"). On August 1, 1995,
Omega acquired all of the  outstanding  shares of Montour Bank  ("Montour").  On
December 31, 1996, Montour was merged into the Bank. In 1999, Omega sold all the
assets and liabilities of Montour Bank. On October 20, 2001,  Hollidaysburg  and
Penn Central Bank were merged into Omega Bank.

      On October 1, 2004, Sun Bancorp,  Inc. ("Sun"), a bank holding company was
merged into Omega. On that same date,  Sun's banking  subsidiary,  Sun Bank, was
merged into Omega Bank. In connection with the Sun merger,  the Company issued a
total of 4,117,116  shares of its common stock,  and paid a total of $35,921,000
to the  former  shareholders  of Sun.  Also as a result  of this  merger,  Omega
acquired Sun's wholly-owned  subsidiaries:  Beacon Life Insurance  Company,  Sun
Bancorp Statutory Trust I, Sun Investment Services,  Inc., SUBI Services,  Inc.,
Mid-Penn  Insurance  Associates,  Bank Capital  Services  Corporation and Sentry
Trust Company. The Company currently has one banking subsidiary, Omega Bank, and
its  current  non-banking  subsidiaries  consist  of Central  Pennsylvania  Life
Insurance Company,  Central  Pennsylvania  Investment  Company,  Omega Insurance
Agency, Inc., Omega Financial Company LLC, Central Pennsylvania  Leasing,  Inc.,
Central  Pennsylvania  Real Estate,  Inc.,  Beacon Life Insurance  Company,  Sun
Investment Services,  Inc., SUBI Services,  Inc., Mid-Penn Insurance Associates,
Bank Capital  Services  Corporation  and Sentry Trust Company.  The Company also
owns two subsidiaries that are  unconsolidated:  Omega Financial Capital Trust 1
and Sun Bancorp  Statutory Trust I. Unless the


                                       4
<PAGE>

context otherwise requires,  the "Company" refers to Omega Financial Corporation
and its consolidated subsidiaries and the "Bank" refers to the Company's banking
subsidiary.

BANKING SERVICES

      The Bank currently provides retail and commercial banking services through
68  full  service  offices  in  Bedford,  Blair,  Centre,  Clinton,  Cumberland,
Huntingdon,  Juniata, Mifflin, Snyder, Union, Northumberland,  Lycoming, Dauphin
and Luzerne counties in northeastern and central Pennsylvania.

      The Bank  provides  a full  range of  consumer  and  commercial  services.
Consumer  services include Internet and telephone  banking,  an automated teller
machine network, personal checking accounts, interest checking accounts, savings
accounts,  insured money market accounts,  debit cards, investment certificates,
fixed and variable rate  certificates  of deposit,  club  accounts,  secured and
unsecured  installment  loans,  auto  and  equipment  leases,  construction  and
mortgage loans, safe deposit  facilities,  credit lines with overdraft  checking
protection,  IRA accounts and student loans. Commercial banking services include
small and high-volume  business checking  accounts,  on-line account  management
services,   ACH  origination,   payroll  direct  deposit,   commercial  lending,
commercial cash management services, lockbox service, and repurchase agreements.
The Bank also provides a variety of trust and asset management services.

      Omega's primary loan products include  commercial  loans,  commercial real
estate loans, real estate  construction  loans, real estate mortgage loans, home
equity and other personal/consumer products.

      Omega's  underwriting  policies are updated periodically and are presented
for approval by the Board of Directors of the Bank.  The purpose of the policies
is to grant loans on a sound and collectible basis; to invest available funds in
a  safe,  profitable  manner;  to  serve  the  legitimate  credit  needs  of the
communities of Omega's  primary market area; and ensure that all loan applicants
receive fair and equal treatment in the lending process. It is the intent of the
underwriting  policies to minimize  loan losses by carefully  investigating  the
credit history of each applicant, verify the source of repayment and the ability
of the  applicant to repay,  collateralize  those loans in which  collateral  is
deemed to be required,  exercise care in the  documentation  of the application,
review,  approval and origination  process and administer a  comprehensive  loan
collection program.

      The major types of investments  held consist of obligations and securities
issued  by  U.S.   Treasury  or  other  government   agencies  or  corporations,
obligations  of state  and local  political  subdivisions,  corporate  and other
securities,  mortgage-backed  securities,  common  stock and other  investments.
Other investments held include limited  partnership  low-income housing projects
and other real estate owned.  Our investment  policy directs that investments be
managed in a way that provides  necessary  funding for the  Company's  liquidity
needs,  provides  adequate  collateral  to pledge for public  funds held and, as
directed by the Asset Liability  Committee,  is managed to control interest rate
risk.  The investment  policy  provides  limits on types of  investments  owned,
credit quality of investments and limitations by investment types and issuer.

      The Company's primary source of funds is deposits that are gathered by the
Bank.  These  deposits  consist  of  transaction  type  accounts  such as demand
deposits  and  savings  accounts  and  time  deposits  such as  certificates  of
deposits.  The  majority  of  deposits  have  been  gathered  by the Bank in the
Company's  market area.  No material  portion of the deposits has been  obtained
from a single or small group of customers and the Company believes that the loss
of any  customer's  deposits or a small group of customers'  deposits  would not
have a material adverse effect on the Company.  The Bank has a relatively stable
deposit base with no major seasonal  depositor or group of  depositors.  Most of
its commercial  customers are small and mid-sized businesses in northeastern and
central Pennsylvania.

      Other  sources  of funds used by the  Company  include  retail  repurchase
agreements,  borrowings from Federal Home Loan Bank of Pittsburgh,  and lines of
credit established with various correspondent banks for overnight funding.

      As of December  31, 2005,  the Bank  operated an aggregate of 93 automated
teller machines (ATMs) at various  locations.  The Bank is a member of the First
Data/Star  System and the "Plus  System." The First  Data/Star  and Plus Systems
operate nationwide.


                                       5
<PAGE>

OTHER ACTIVITIES

      On December 26, 1985, the Company formed Central  Pennsylvania  Investment
Co., a Delaware  corporation,  for the purpose of holding and  managing  certain
investments of the Company. In 2001, Central Pennsylvania  Investment Co. formed
a subsidiary,  Omega Insurance Agency Inc., a Pennsylvania corporation,  for the
purpose of offering  certain  insurance and investment  services  within Omega's
market area.

      On  January  22,  1986,  the  Company  formed  Central  Pennsylvania  Life
Insurance Co., an Arizona  corporation,  for the purpose of underwriting  credit
life insurance for the Company's bank subsidiaries.

      On January 14, 1988,  the Company  formed  Central  Pennsylvania  Leasing,
Inc., for the purpose of leasing of personal  property and real estate.  Central
Pennsylvania Leasing Inc. is not currently an active subsidiary.

      In  November  2002,  Omega Bank  formed its  subsidiary,  Omega  Financial
Company,  LLC, a Delaware  limited  liability  company  whose purpose is to hold
certain investments of the Company.

      In September 2004, the Company formed Omega Financial Capital Trust I, for
the  purpose  of  issuing  trust  preferred  securities  through a pooled  trust
preferred program.

      On  October  1, 2004,  in  connection  with the Sun  merger,  the  Company
acquired the following subsidiaries of Sun:

      Beacon Life Insurance Company, an Arizona corporation,  for the purpose of
      providing credit life and disability insurance;

      Sun Bancorp Statutory Trust I, a wholly owned Connecticut corporation, for
      the purpose of issuing trust preferred  securities  through a pooled trust
      preferred program;

      Sun Investment Services,  Inc. offers mutual funds and annuity products to
      Omega's customers;

      SUBI Services,  LLC, an employee services  company,  solely owned by Omega
      Bank;

      Mid-Penn  Insurance  Associates,   an  independent  insurance  agency,  to
      diversify the financial services available to Sun's customers;

      Bank Capital Services Corporation provides leasing alternatives to Omega's
      customers   and  also  services   leases  for  several   other   financial
      institutions;

      Sentry Trust Company  provides  trust and wealth  management  services for
      clients throughout central Pennsylvania.

COMPETITION

      The Bank's  service areas are  characterized  by intense  competition  for
banking business among commercial banks,  savings and loan associations,  mutual
savings banks and other financial institutions.  The Bank actively competes with
such banks and institutions for local retail and commercial  accounts.  The Bank
also is subject to competition  from other banks and financial  institutions  in
central and northeastern  Pennsylvania,  as well as other financial institutions
outside  their  service  areas,  for  certain  types of banking  business.  Many
competitors have  substantially  greater  financial  resources and larger branch
systems than those of the Bank.

      In  commercial  transactions,  the Company  believes that the Bank's legal
lending limit to a single borrower (approximately $30,305,000 as of December 31,
2005) enables it to compete  effectively for the business of small and mid-sized
businesses. However, this legal lending limit is considerably lower than that of
various  competing  institutions  and thus may act as a constraint on the Bank's
effectiveness in competing for financings in excess of the limit.


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<PAGE>

      In consumer transactions,  the Bank believes that it is able to compete on
a substantially equal basis with larger financial institutions because it offers
competitive interest rates on savings and time accounts and loans.

      In competing  with other banks,  savings and loan  associations  and other
financial institutions,  the Bank seeks to provide personalized services through
management's  knowledge  and  awareness of their  service  areas,  customers and
borrowers.  In management's  opinion,  larger  institutions often do not provide
sufficient   attention  to  the  retail  depositors  and  the  relatively  small
commercial borrowers that comprise the Bank's customer base.

      Other  competitors,  including credit unions,  consumer finance companies,
insurance companies, and money market mutual funds, compete with certain lending
and deposit gathering  services offered by the Bank. The Bank also competes with
insurance  companies,   investment-counseling  firms,  mutual  funds  and  other
business  firms and  individuals  in corporate and trust  investment  management
services.

      As a result of the repeal of the  Glass-Steagall  Act, which separated the
commercial and investment  banking  industries,  all banking  organizations  are
facing    increased    competition.    See   "Supervision   and   Regulation   -
Gramm-Leach-Bliley Act".

SUPERVISION AND REGULATION

      The following  discussion  sets forth certain of the material  elements of
the  regulatory  framework  applicable  to bank holding  companies and financial
holding   companies  and  their   subsidiaries  and  provides  certain  specific
information  relevant  to the  Company  and  its  subsidiaries.  The  regulatory
framework  is  intended  primarily  for  the  protection  of  depositors,  other
customers and the federal deposit  insurance funds and not for the protection of
security  holders.  To the  extent  that  the  following  information  describes
statutory  and  regulatory  provisions,  it is  qualified  in  its  entirety  by
reference to the  particular  statutory and regulatory  provisions.  A change in
applicable  statutes,  regulations  or  regulatory  policy  may have a  material
adverse effect on the business, assets or results of operations of the Company.

      The Company. The Company is registered as a "bank holding company" and has
elected to be a "financial  holding  company" under the Bank Holding Company Act
of 1956, as amended (the "BHC Act"), and is therefore subject to supervision and
regulation by the Board of Governors of the Federal  Reserve System (the "FRB").
For a discussion of regulations  applicable to a financial holding company,  see
"Gramm-Leach-Bliley Act".

      Under the BHC Act, the Company is required to secure the prior approval of
the FRB before it can merge or consolidate  with any other bank holding  company
or  acquire  all or  substantially  all of the  assets  of any bank  that is not
already majority owned by it or acquire direct or indirect ownership, or control
of, any voting shares of any bank that is not already  majority  owned by it, if
after such  acquisition it would directly or indirectly own or control more than
5% of the voting shares of such bank.

      The Company is generally prohibited under the BHC Act from engaging in, or
acquiring direct or indirect  ownership or control of more than 5% of the voting
shares of any company engaged in nonbanking  activities unless the FRB, by order
or regulation,  has found such activities to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto. In making such
determination,  the FRB considers whether the performance of these activities by
a bank holding  company can  reasonably  be expected to produce  benefits to the
public that outweigh the possible adverse effects.

      Satisfactory  financial  condition,  particularly  with  regard to capital
adequacy,  and  satisfactory  Community  Reinvestment  Act  ("CRA")  ratings are
generally  prerequisites  to  obtaining  federal  regulatory  approval  to  make
acquisitions  and open branch  offices.  As of December 31,  2005,  the Bank was
rated  "satisfactory"  under  the  CRA and it was a  "well-capitalized"  bank as
defined by the Federal Deposit Insurance Corporation ("FDIC").

      The Financial Institutions Reform, Recovery and Enforcement Act ("FIRREA")
contains  a  "cross-guarantee"  provision  that  could  result  in  any  insured
depository  institution  owned by the Company being assessed for losses incurred
by the FDIC in connection  with  assistance  provided to, or the failure of, any
other depository  institution owned by the Company.  Also, under FRB policy, the
Company is  expected  to act as a source of  financial  strength  to each of its
banking  subsidiaries  and to  commit  resources  to


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<PAGE>

support  each  such bank in  circumstances  where  such  bank  might not be in a
financial  position to support itself.  Consistent with the "source of strength"
policy for  subsidiary  banks,  the FRB has stated that,  as a matter of prudent
banking,  a bank holding  company  generally  should not maintain a rate of cash
dividends  unless  its net  income  available  to common  shareholders  has been
sufficient  to fully fund the  dividends  and the  prospective  rate of earnings
retention appears to be consistent with the corporation's  capital needs,  asset
quality and overall financial condition.

      Under the BHC Act,  the Company is required to file  periodic  reports and
other  information of its operations with, and is subject to examination by, the
FRB. In addition, under the Banking Code of 1965, the Pennsylvania Department of
Banking  has the  authority  to examine  the books,  records  and affairs of any
Pennsylvania  bank  holding  company  or to  require  any  documentation  deemed
necessary to ensure compliance with the Banking Code.

      The  Company is under the  jurisdiction  of the  Securities  and  Exchange
Commission and various state securities  commissions for matters relating to the
offer and sale of its  securities  and is subject to the Securities and Exchange
Commission's rules and regulations relating to periodic reporting,  reporting to
shareholders, proxy solicitation and insider trading.

      There are various  legal  restrictions  on the extent to which the Company
and its non-bank  subsidiaries  can borrow or otherwise  obtain  credit from its
banking  subsidiaries.  In general,  these  restrictions  require  that any such
extensions  of  credit  must be  secured  by  designated  amounts  of  specified
collateral  and are  limited,  as to any  one of the  Company  or such  non-bank
subsidiaries,  to ten percent of the lending  bank's  capital stock and surplus,
and as to the Company and all such non-bank subsidiaries in the aggregate, to 20
percent of such  lending  bank's  capital  stock and  surplus.  Further,  a bank
holding  company and its  subsidiaries  are prohibited  from engaging in certain
tie-in arrangements in connection with any extension of credit, lease or sale of
property or furnishing of services.

      Omega Bank.  Omega Bank,  as a national  bank,  is subject to the National
Bank Act.  The Bank also is subject  to the  supervision  of,  and is  regularly
examined by, the Office of the  Comptroller  of the Currency  (the "OCC") and is
required to furnish  quarterly  reports to the OCC.  The  approval of the OCC is
required for the  establishment  of  additional  branch  offices by any national
bank, subject to applicable state law restrictions.  Under current  Pennsylvania
law, banking  institutions,  such as the Bank, may establish branches within any
county in Pennsylvania, subject to prior regulatory approval.

      Under  the  CRA,  a bank  has a  continuing  and  affirmative  obligation,
consistent with its safe and sound  operation,  to help meet the credit needs of
its entire community,  including low and moderate income neighborhoods.  The CRA
does not  establish  specific  lending  requirements  or programs for  financial
institutions nor does it limit an institution's  discretion to develop the types
of products  and  services  that it believes  are best suited to its  particular
community,  consistent with the CRA. The CRA requires the applicable  regulatory
agency to assess an  institution's  record of meeting  the  credit  needs of its
community. The CRA requires public disclosure of an institution's CRA rating and
requires that the applicable  regulatory agency provide a written  evaluation of
an  institution's  CRA performance  utilizing a four-tiered  descriptive  rating
system.  An  institution's  CRA rating is considered in  determining  whether to
grant charters,  branches and other deposit  facilities,  relocations,  mergers,
consolidations  and acquisitions.  Performance less than satisfactory may be the
basis for denying an  application.  For its most recent  examinations,  the Bank
received a "satisfactory" rating.

      Omega  Bank is a member  of the FDIC and a member of the  Federal  Reserve
System and,  therefore,  is subject to additional  regulation by these agencies.
Some of the aspects of the  lending  and  deposit  business of the Bank that are
regulated by these  agencies  include  personal  lending,  mortgage  lending and
reserve requirements.

      The operations of the Bank are also subject to numerous Federal, state and
local laws and regulations which set forth specific  restrictions and procedural
requirements  with respect to interest rates on loans,  the extension of credit,
credit  practices,  the disclosure of credit terms and  discrimination in credit
transactions.  The Bank also is subject to certain  limitations on the amount of
cash  dividends  that  it can  pay.  See  Note  24 of  Notes  to  the  Company's
Consolidated Financial Statements, contained in the Company's 2005 Annual Report
to Shareholders filed as Exhibit 13.1. The Bank's recently acquired  subsidiary,
Sentry Trust Company, is a Pennsylvania  non-depository trust company,  which is
also  subject  to  regulations  and  periodic  examination  by the  Pennsylvania
Department of Banking.


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<PAGE>

      The OCC has authority under the Financial Institutions  Supervisory Act to
prohibit  national  banks  from  engaging  in any  activity  that,  in the OCC's
opinion,   constitutes  an  unsafe  or  unsound  practice  in  conducting  their
businesses.  The FRB has similar  authority  with respect to the Company and the
Company's non-bank subsidiaries.

      Deposits of the Bank are insured up to  applicable  limits by the FDIC and
are subject to deposit insurance  assessments to maintain the BIF. The insurance
assessments  are based upon a matrix  that takes into  account a bank's  capital
level and supervisory rating.

      Capital  Regulation.  The Company  and the Bank are subject to  risk-based
capital standards by which all bank holding companies and banks are evaluated in
terms of capital adequacy. These standards relate a banking company's capital to
the risk profile of its assets.  The risk-based  capital  standards require that
bank  holding  companies  and banks  must have Tier 1 capital of at least 4% and
total  capital,  including  Tier 1  capital,  equal to at least 8% of its  total
risk-adjusted  assets. Tier 1 capital includes common  stockholders'  equity and
qualifying  perpetual  preferred  stock  together  with  related  surpluses  and
retained earnings. The remaining portion of this capital standard, known as Tier
2  capital,  may be  comprised  of  limited  life  preferred  stock,  qualifying
subordinated debt instruments, and the reserves for possible loan losses.

      Additionally, banking organizations must maintain a minimum leverage ratio
of 3% measured as the ratio of Tier 1 capital to adjusted  average assets.  This
3% leverage ratio is a minimum for the top-rated banking  organizations  without
any supervisory,  financial or operational  weaknesses or deficiencies and other
banking  organizations  are expected to maintain  leverage capital ratios 100 to
200 basis points above the minimum depending on their financial condition.

      See Note 24 of Notes to the Company's  Consolidated  Financial Statements,
contained in the Company's Annual Report, for a table that provides a comparison
of Omega's and the Bank's risk based  capital  ratios and the leverage  ratio to
minimum regulatory requirements.

      Federal Banking  Agencies have broad powers to take  corrective  action to
resolve problems of insured depository institutions.  The extent of these powers
depends  upon  whether  the  institutions  in question  are "well  capitalized,"
"adequately capitalized," "under capitalized", "significantly undercapitalized,"
or  "critically  undercapitalized."  As of  December  31,  2005,  the Bank was a
"well-capitalized" bank as defined by the FDIC.

      Other.  Central  Pennsylvania  Life Insurance  Co.,  Beacon Life Insurance
Company,  Mid-Penn  Insurance  Associates and Omega Insurance  Agency,  Inc. are
subject to regulation by applicable state insurance regulatory authorities.  The
Company's non-bank  subsidiaries are subject to the laws and regulations of both
the federal government and various states in which they conduct business.


                                       9
<PAGE>

Gramm-Leach-Bliley Act

      On November 12, 1999 the  Gramm-Leach-Bliley  Act (the "Act")  became law,
repealing  the  1933  Glass-Steagall  Act's  separation  of the  commercial  and
investment  banking  industries.   The  Act  expands  the  range  of  nonbanking
activities  a bank  holding  company may engage in,  while  preserving  existing
authority for bank holding  companies to engage in  activities  that are closely
related to banking. The legislation creates a category of holding company called
a "financial  holding company",  a subset of bank holding companies that satisfy
the following criteria: (1) all of the depository institution  subsidiaries must
be well  capitalized and well managed and (2) the holding company must have made
an effective  election to be a financial holding company to engage in activities
that would not have been  permissible  before the Act. In order for the election
to be effective,  all of the depository institution subsidiaries must have a CRA
rating  of  "satisfactory"  or better at its most  recent  examination.  Omega's
election to be a financial  holding  company  became  effective  on February 21,
2002.  Financial  holding  companies  may  engage  in any  activity  that (i) is
financial  in  nature  or  incidental  to  such  financial  activity  or (ii) is
complementary  to a financial  activity and does not pose a substantial  risk to
the safety and soundness of  depository  institutions  or the  financial  system
generally.  The Act specifies  certain  activities that are financial in nature.
These activities  include:  acting as principal,  agent or broker for insurance;
underwriting,  dealing  in or  making  a market  in  securities;  and  providing
financial and investment  advice. The Federal Reserve Board and the Secretary of
the  Treasury  have  authority  to  decide  whether  other  activities  are also
financial in nature or  incidental  to financial  activity,  taking into account
changes in  technology,  changes in the  banking  marketplace,  competition  for
banking services and so on.

      Omega may engage directly or indirectly in activities considered financial
in  nature,  either  de novo or by  acquisition,  as  long as it  gives  the FRB
after-the-fact notice of the new activities

      If any banking  subsidiary  of Omega  ceases to be "well  capitalized"  or
"well managed" under applicable regulatory  standards,  the FRB may, among other
things,  place  limitations on Omega's ability to conduct the broader  financial
activities  permissible for financial  holding companies or, if the deficiencies
persist,  require Omega to divest the banking  subsidiary.  In addition,  if any
banking  subsidiary  of Omega  receives a CRA rating of less than  satisfactory,
Omega would be prohibited from engaging in any additional  activities other than
those  permissible  for bank holding  companies  that are not financial  holding
companies.

      The financial activities authorized by the Act may also be engaged in by a
"financial  subsidiary"  of a national or state bank,  except for  insurance  or
annuity  underwriting,  insurance  company  portfolio  investments,  real estate
investment and development,  and merchant banking,  which must be conducted in a
financial  holding  company.  In order for the new  financial  activities  to be
engaged in by a  financial  subsidiary  of a  national  or state  bank,  the Act
requires  each of the parent bank (and its  sister-bank  affiliates)  to be well
capitalized and well managed;  the aggregate  consolidated assets of all of that
bank's  financial  subsidiaries  may  not  exceed  the  lesser  of  45%  of  its
consolidated  total  assets  or $50  billion;  the  bank  must  have at  least a
satisfactory  CRA rating;  and, if that bank is one of the 100 largest  national
banks, it must meet certain financial rating or other comparable requirements.

      The Act  establishes  a system of functional  regulation,  under which the
federal  banking  agencies  will  regulate the banking  activities  of financial
holding companies and banks' financial subsidiaries, the Securities and Exchange
Commission  will  regulate  their  securities  activities  and  state  insurance
regulators will regulate their insurance  activities.  The Act also provides new
protections against the transfer and use by financial institutions of consumers'
nonpublic, personal information.

      The foregoing  discussion is qualified in its entirety by reference to the
statutory provisions of the Act and the related  regulations,  which are adopted
by various government agencies pursuant to the Act.

      The rules governing the regulation of financial services  institutions and
their holding companies are very detailed and technical.  Accordingly, the above
discussion  is  general  in nature and does not  propose  to be  complete  or to
describe all the laws and regulations that apply to Omega and its subsidiaries.


                                       10
<PAGE>

NATIONAL MONETARY POLICY

      In addition to being affected by general economic conditions, the earnings
and growth of the Bank and,  therefore,  the earnings and growth of the Company,
are affected by the policies of regulatory  authorities,  including the OCC, the
FRB and the FDIC.  An  important  function of the FRB is to  regulate  the money
supply and credit  conditions.  Among the  instruments  used to implement  these
objectives are open market operations in U.S. government securities, setting the
discount rate and changes in reserve requirements  against bank deposits.  These
instruments  are used in varying  combinations  to influence  overall growth and
distribution of credit, bank loans,  investments and deposits, and their use may
also affect interest rates charged on loans or paid on deposits.

      The monetary  policies and  regulations  of the FRB have had a significant
effect on the operating results of commercial banks in the past and are expected
to continue to do so in the future. The effects of such policies upon the future
businesses, earnings and growth of the Company cannot be predicted.

EMPLOYEES

      As of  December  31,  2005,  the  Company  had a  total  of 675  full-time
employees and 120 part-time employees.

ADDITIONAL INFORMATION

      We file annual,  quarterly and current reports, proxy statements and other
information  with the SEC.  So long as we are  subject  to the  SEC's  reporting
requirements,  we will  continue  to  furnish  the  reports  and other  required
information to the SEC.

      You may read and copy any reports,  statements  and other  information  we
file at the SEC's Public Reference Room at 100 F. Street, N.E., Washington, D.C.
20549.  Please call the SEC at  1-800-SEC-0330  for further  information  on the
operations of the Public  Reference  Room. Our SEC filings are also available on
the SEC's Internet site (http://www.sec.gov).

      The Company's  common stock is traded on the NASDAQ  National Market under
the  symbol  "OMEF."  You may also  read  reports,  proxy  statements  and other
information  we file at the offices of the National  Association  of  Securities
Dealers, Inc., 1735 K Street, N.W., Washington, DC 20006.

      The  Company's  Internet  address  is   www.omegafinancial.com.   We  make
available  free of charge on  www.omegafinancial.com  our annual  report on Form
10-K,  quarterly  reports  on Form 10-Q and  current  reports  on Form 8-K,  and
amendments  to those  reports  filed or furnished  pursuant to Section  13(a) or
15(d) of the Securities Exchange Act of 1934, as soon as reasonably  practicable
after we electronically file such material with, or furnish it to, the SEC.

      In  addition,  we will  provide  the  shareholders,  at no cost,  paper or
electronic copies of our reports and other filings made with the SEC (except for
exhibits).  Requests should be directed to David N. Thiel,  Corporate Secretary,
366 Walker Drive, State College, PA 16801.

      The  information  on the websites  listed above,  is not and should not be
considered to be part of this annual report on Form 10-K and is not incorporated
by reference in this document

Item 1A. Risk Factors

      Unless the context  indicates  otherwise,  all  references  to "we," "us,"
"our" in this  subsection  "Risk Factors" refer to the Company and the Bank. You
should carefully consider the risks described below as well as elsewhere in this
Annual Report on Form 10-K. If any of the risks  actually  occur,  our business,
financial  condition  or  results  of  future  operations  could  be  materially
adversely  affected.  This Annual Report on Form 10-K  contains  forward-looking
statements that involve risk and uncertainties.  Our actual results could differ
materially from those anticipated in the forward-looking  statements as a result
of many factors,  including the risks faced by us described  below and elsewhere
in this Annual Report on Form 10-K.


                                       11
<PAGE>

      We  may be  adversely  affected  by  changes  in  economic  and  political
conditions and by governmental monetary and fiscal policies.

      The commercial banking industry is affected,  directly and indirectly,  by
local,  domestic,  and international  economic and political conditions,  and by
governmental  monetary  and  fiscal  policies.  Conditions  such  as  inflation,
recession,  unemployment,  volatile  interest  rates,  tight money supply,  real
estate values,  international conflicts and other factors beyond our control may
adversely affect our potential  profitability.  Economic downturns may adversely
affect loan demand and could result in the delinquency of outstanding  loans. We
do not expect any one  particular  factor to  materially  affect our  results of
operations.  However,  downtrends  in  several  areas,  including  real  estate,
construction and consumer spending,  could have a material adverse impact on our
ability to remain profitable.

      Changes in interest rates could adversely  affect our financial  condition
and results of operations.

      The operations of financial  institutions,  such as us, are dependent to a
large degree on net interest  income,  which is the difference  between interest
income  from  loans  and  investments  and  interest  expense  on  deposits  and
borrowings. Our net interest income is significantly affected by market rates of
interest that in turn are affected by  prevailing  economic  conditions,  by the
fiscal and monetary  policies of the federal  government  and by the policies of
various regulatory agencies. At December 31, 2005, total interest earning assets
maturing  or  re-pricing   within  one  year  exceeded  total  interest  bearing
liabilities  maturing or re-pricing  during the same time period by $10,895,000,
representing  a cumulative  one-year  sensitivity  ratio of 1.02.  Simulation of
interest rate changes suggests that if interest rates immediately  decreased 100
basis points,  our net interest income would likely decrease 2.73% over the next
twelve months. Like all financial institutions, our balance sheet is affected by
fluctuations  in interest  rates.  We closely monitor the sensitivity of our net
interest  income  to  changes  in  interest  rates  and  attempt  to  limit  the
variability.  We attempt to manage such risk by modifying  investment,  lending,
funding or pricing  strategies.  Volatility in interest rates can also result in
disintermediation,  which is the flow of funds away from financial  institutions
into direct  investments,  such as US Government  and corporate  securities  and
other investment vehicles, including mutual funds, which, because of the absence
of federal  insurance  premiums and reserve  requirements,  generally pay higher
rates of return than financial institutions.

      Most of our loans are secured by real estate  located in our market  area.
If there is a downturn in our real estate market, these borrowers may default on
their loans and we may not be able to fully recover our loans.

      A downturn in the real estate market could hurt our business  because most
of our loans are secured by real estate. As of December 31, 2005,  approximately
71.4% of the book value of our loan portfolio consisted of loans  collateralized
by  various  types  of  real  estate.  Substantially  all of our  real  property
collateral  is located in Central  and  Northeastern  Pennsylvania.  Real estate
values and real estate  markets are  generally  affected by changes in national,
regional or local economic  conditions,  fluctuations  in interest rates and the
availability  of loans to  potential  purchasers,  changes in tax laws and other
governmental  statutes,  regulations  and policies  and acts of nature.  If real
estate prices decline,  the value of real estate  collateral  securing our loans
could be reduced.  Our ability to recover on defaulted  loans by foreclosing and
selling the real estate collateral would then be diminished and we would be more
likely to suffer  losses on  defaulted  loans.  Any such  downturn  could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

      We are  exposed  to risk of  environmental  liabilities  with  respect  to
properties to which we take title.

      In the course of our  business,  we may  foreclose  and take title to real
estate, and could be subject to environmental  liabilities with respect to these
properties.  We may be held liable to a governmental  entity or to third parties
for property damage, personal injury,  investigation and clean-up costs incurred
by these  parties in  connection  with  environmental  contamination,  or may be
required to investigate or clean up hazardous or toxic  substances,  or chemical
releases at a property.  The costs associated with  investigation or remediation
activities  could be  substantial.  In  addition,  if we are the owner or former
owner of a  contaminated  site,  we may be subject to common law claims by third
parties based on damages and costs  resulting from  environmental  contamination
emanating from the property.  If we


                                       12
<PAGE>

become subject to significant environmental liabilities, our business, financial
condition,  results of operations  and cash flows could be materially  adversely
affected.

      The geographic concentration of our operations in Central and Northeastern
Pennsylvania makes our business highly susceptible to local economic conditions,
and an economic  downturn or recession in Pennsylvania  may adversely affect our
ability to operate profitably.

      Unlike  larger  banking   organizations   that  are  more   geographically
diversified,   our  operations  are  currently   concentrated   in  Central  and
Northeastern  Pennsylvania.  In addition, almost all of our loans have been made
to borrowers located in this area. As a result of this geographic  concentration
in the Pennsylvania  market,  our financial results depend largely upon economic
conditions  in this  market  area.  A  deterioration  or  recession  in economic
conditions  in this market  could result in one or more of the  following:

      o     an increase in loan delinquencies;

      o     an increase in problem assets and foreclosures;

      o     a decrease in the demand for our products and services; and

      o     a decrease in the value of  collateral  for loans,  especially  real
            estate, and reduction in the customers' borrowing power.

      Any of the foregoing  factors may adversely  affect our ability to operate
profitably.

      We are subject to federal and state  regulation and the monetary  policies
of the Federal  Reserve Board.  Such regulation and policies can have a material
adverse effect on our earnings and prospects.

      Our operations  are heavily  regulated and will be affected by present and
future legislation and by the policies  established from time to time by various
federal and state regulatory authorities.  In particular,  the monetary policies
of the Federal  Reserve  Board have had a  significant  effect on the  operating
results  of banks in the past,  and are  expected  to  continue  to do so in the
future.  Among the  instruments of monetary  policy used by the Federal  Reserve
Board to implement  its  objectives  are changes in the discount rate charged on
bank borrowings and changes in the reserve requirements on bank deposits.  It is
not  possible to predict  what  changes,  if any,  will be made to the  monetary
polices  of  the  Federal  Reserve  Board  or  to  existing  federal  and  state
legislation or the effect that such changes may have on our future  business and
earnings prospects.

      We have established an allowance for loan losses based on our management's
estimate.  Actual losses could differ significantly from those estimates. If the
allowance  is not  adequate,  it could  have a  material  adverse  effect on our
earnings and the price of our stock.

      We have established an allowance for loan losses which management believes
to be adequate to offset  probable losses on our existing loans. At December 31,
2005, we allocated  $1,500,000 of the loan loss reserve to one large  commercial
borrower  who was in  performing  status  but had been  experiencing  cash  flow
problems.  We estimated and provided for known  exposures  for this  $20,000,000
loan;  however  evaluations of the credit continue.  Because there is no precise
method of estimating loan losses,  our ongoing analysis of loan losses may cause
our estimates to change in the future and,  therefore,  actual losses  resulting
from our loans may differ materially from our initial estimates. Moreover, there
can be no assurance that any future  declines in real estate market  conditions,
general economic  conditions or changes in regulatory  policies will not require
us to increase our  allowance  for loan losses with  respect to the  $20,000,000
loan  described  above or other  loans in our  portfolio.  Any  increase  in the
allowance for loan losses will reduce our earnings and may adversely  affect the
price of our common stock.


                                       13
<PAGE>

      Competition  with a number  of  local,  regional  and  national  financial
institutions for customers could adversely affect our profitability.

      We face strong  competition  from other banks,  savings  institutions  and
other financial  institutions  that have branch offices or otherwise  operate in
our  market  area,  as well as many  other  companies  now  offering  a range of
financial  services.  Many  of  these  competitors  have  substantially  greater
financial  resources and larger branch systems than we do. In addition,  many of
our  competitors  have higher  legal  lending  limits  than we do.  Particularly
intense  competition  exists for sources of funds  including  savings and retail
time deposits and for loans,  deposits and other services that we offer.  During
the past several years,  significant  legislative  attention has been focused on
the regulation and  deregulation of the financial  services  industry.  Non-bank
financial institutions,  such as securities brokerage firms, insurance companies
and money market funds, have been permitted to engage in activities that compete
directly with  traditional  bank business.  Competition  with various  financial
institutions could hinder our ability to maintain profitable operations and grow
our business.

      Our  information  systems  may  experience  an  interruption  or breach in
security, which could result in a loss of business.

      We rely heavily on communications  and information  systems to conduct our
business. While we have policies and procedures designed to prevent or limit the
effect of the  failure,  interruption  or  security  breach  of our  information
systems,  there can be no assurance  that  failures,  interruptions  or security
breaches  will not  occur or,  if they do  occur,  that they will be  adequately
addressed.  Any  failure,  interruption  or breach in security of these  systems
could result in failures or disruptions in our customer relationship management,
general ledger, deposit, loan and other systems. The occurrence of any failures,
interruptions or security  breaches of our information  systems could damage our
reputation,  result in a loss of  customer  business,  subject us to  additional
regulatory  scrutiny,  or expose us to civil  litigation and possible  financial
liability,  any of which could have a material  adverse  effect on our financial
condition and results of operations. We depend on third-party providers for many
of our systems  and if these  providers  experience  financial,  operational  or
technological  difficulties,  or  if  there  is  any  other  disruption  in  our
relationships  with them,  we may be required to locate  alternative  sources of
such services, and we cannot assure you that we would be able to negotiate terms
that are as favorable to us, or could obtain services with similar functionality
as  found  in our  existing  systems  without  the  need to  expend  substantial
resources, if at all.

      We continually  encounter  technological  change, and, if we are unable to
develop and implement efficient and customer friendly technology,  we could lose
business.

      The banking industry is continually  undergoing rapid technological change
with frequent introductions of new technology-driven  products and services. The
effective  use  of  technology   increases   efficiency  and  enables  financial
institutions to better serve  customers and to reduce costs.  Our future success
depends,  in part,  upon our  ability to address the needs of our  customers  by
using  technology to provide  products and services  that will satisfy  customer
demands, as well as to create additional efficiencies in our operations. Many of
our competitors have substantially  greater resources to invest in technological
improvements.   Such  technology  may  permit  competitors  to  perform  certain
functions  at a lower cost than us.  There can be no  assurance  that we will be
able to effectively implement new technology-driven  products and services or be
successful in marketing these products and services to our customers. Failure to
successfully  keep  pace  with  technological  change  affecting  the  financial
services  industry could have a material  adverse impact on our business and, in
turn, our financial condition and results of operations.

      There can no  assurance  that we will  continue  to pay  dividends  in the
future.

      Although we expect to continue  our policy of regular  quarterly  dividend
payments,  this dividend policy will be reviewed periodically in light of future
earnings, regulatory restrictions and other considerations.  No assurance can be
given, therefore, that cash dividends on common stock will be paid in the future
at the same rate or at all.


                                       14
<PAGE>

      An investment in our common stock is not insured against loss.

      Investments  in the shares of our common  stock are not  deposits  insured
against loss by the FDIC or any other entity. As a result,  you may lose some or
all of your investment.

      There is not  presently an active  market for shares of our common  stock,
and,  therefore,  you may be  unable to sell any  shares of common  stock in the
event that you need a source of liquidity.

      Although our common stock is listed on the NASDAQ  National Market System,
the  trading in our  common  stock has  substantially  less  liquidity  than the
trading in the  securities  of many other  companies  listed on that  market.  A
public trading market in the securities  having the desired  characteristics  of
depth,  liquidity  and  orderliness  depends  on the  presence  in the market of
willing buyers and sellers of our securities at any time. This presence  depends
on the  individual  decisions  of  investors  and  general  economic  and market
conditions  over  which we have no  control.  There can be no  assurance  that a
regular and active  market for our common stock will develop in the  foreseeable
future.  In the event an active market for the securities does not develop,  you
may be unable to resell  your  shares of common  stock at or above the price you
pay for them or at any price.

      Our success depends on members of our senior management team and if we are
not able to retain them, it could have a materially adverse effect on us.

      We are highly dependent upon the continued  services and experience of our
senior  management team. We depend on the services of our senior management team
to, among other  things,  continue the  development  and  implementation  of our
strategies, and maintain and develop our client relationships.

      "Anti-takeover" provisions may make it more difficult for a third party to
acquire  control of us,  even if the change in control  would be  beneficial  to
shareholders.

      Our charter presently  contains certain  provisions which may be deemed to
be "anti-takeover"  and  "anti-greenmail"  in nature in that such provisions may
deter,  discourage  or make more  difficult  the  assumption of control of us by
another corporation or person through a tender offer,  merger,  proxy contest or
similar transaction or series of transactions. For example, our charter provides
that our board of directors may issue up to 5,000,000  shares of preferred stock
without shareholder approval. In addition, we have a classified board, with each
board member serving a staggered  three-year term. Directors may be removed only
with the approval of the holders of at least 75 percent of our common stock. The
overall effects of the "anti-takeover" and "anti-greenmail" provisions may be to
discourage,  make more costly or more  difficult,  or prevent a future  takeover
offer,  prevent  shareholders from receiving a premium for their securities in a
takeover offer,  and enhance the possibility that a future bidder for control of
us will be  required to act through  arms-length  negotiation  with the board of
directors.

Item 1B. Unresolved Staff Comments

      The  Company,  like  other  issuers,  from time to time  receives  written
comments  from the staff of the SEC regarding  it's periodic or current  reports
under the  Securities  Exchange Act of 1934.  There are no comments  that remain
unresolved  that the Company  received  not less than 180 days before the end of
its fiscal year to which this report relates.


                                       15
<PAGE>

Item 2: Properties

      The Company's  corporation  headquarters  are located at 366 Walker Drive,
State College, Pennsylvania. This building is owned by the Company, subject to a
mortgage in the original  principal  amount of $5,000,000  held by M&T Bank. The
Company  occupies  the first two floors and a portion of the third floor of this
building and is leasing office space on the third floor.  In addition,  the Bank
operates branch offices and/or automated teller machines, indicated by (ATM), at
the following locations that are owned by the Company.

      Omega Bank

                  117 South Allen Street, State College, PA  (Main Office) (ATM)
                  222 South Allen Street, State College, PA  (ATM)
                  1480 East College Ave., State College, PA (ATM)
                  2591 Park Center Boulevard, State College, PA (ATM)
                  137 North Allegheny Street, Bellefonte, PA (ATM)
                  Fourth and Olive Streets, Snow Shoe, PA
                  121 W. Main Street, Rebersburg, PA
                  101 E. Main Street, Millheim, PA
                  400 East Boal Avenue, Boalsburg, PA (ATM)
                  100 High Street, Port Matilda, PA (ATM)
                  Main and Mill Streets, Loganton, PA
                  201 Mill Street, Milesburg, PA
                  32 East Market St., Lewistown, PA   (ATM)
                  1250 West Fourth St., Lewistown, PA
                  111 North Logan Blvd., Burnham, PA (ATM)
                  Main and Juniata Streets, Mifflin, PA
                  Main and Mill Streets, Thompsontown, PA
                  10 Carriage House Lane, Reedsville, PA  (ATM)
                  109 East Main Street, Allensville, PA
                  Route 522 North, Lewistown, PA (ATM only)
                  366 Walker Drive, State College, PA  (ATM Only)
                  218 - 224 Allegheny Street, Hollidaysburg, PA
                  113 West Allegheny Street, Martinsburg, PA (ATM)
                  215 High Street, Williamsburg, PA
                  1567 East Pleasant Valley Boulevard, Altoona, PA (ATM)
                  430 East 25th Avenue, Altoona, PA (ATM)
                  431 Penn Street, Huntingdon, PA
                  16-20 East Shirley Street, Mount Union, PA (ATM)
                  Main Street, Alexandria, PA
                  Route 26, James Creek, PA
                  911 Church Street, Saxton, PA
                  8th and Main Street, Saxton, PA (ATM only)
                  14th and Moore Streets, Huntingdon, PA (ATM)
                  2 South Market Street, Selinsgrove, PA (ATM)
                  200 Susquehanna Trail, Selinsgrove, PA (ATM)
                  Market and Plum Streets, New Berlin, PA (ATM)
                  11 South Second Street, Sunbury, PA (ATM)
                  Route 522 and Dock Hill Road, Middleburg, PA (ATM)
                  300 Main Street, Watsontown, PA (ATM)
                  96 Duke Street, Northumberland, PA (ATM)
                  311 Market Street, Lewisburg, PA (ATM)
                  40 Bellefonte Avenue, Lock Haven, PA (ATM)
                  349 Main Street, Mill Hall, PA (ATM)
                  10 South Market Street, Shamokin, PA (ATM)
                  36 East Main Street, Nanticoke, PA (ATM)
                  46 South Mountain Boulevard, Mountain Top, PA (ATM)
                  2378 State Route 118, Hunlock Creek, PA (ATM)
                  639 South Main Street, Wilkes Barre, PA (ATM)


                                       16
<PAGE>

                  120 Highland Park Boulevard, Wilkes Barre, PA (ATM)
                  51 South Front Street, Steelton, PA (ATM)
                  1100 Spring Garden Drive, Middletown, PA (ATM)
                  90 Maynard Street, Williamsport, PA (ATM)
                  2131 West Fourth Street, Williamsport, PA (ATM)
                  3155 Lycoming Creek Road, Williamsport, PA (ATM Only)
                  2 South Main Street, Hughesville, PA (ATM)
                  301 Broad Street, Montoursville, PA (ATM)
                  1110 East Simpson Street, Mechanicsburg, PA (ATM)

      The Bank operates branch offices and ATMs at the following  locations that
are leased by the Company. The leases for these properties have expiration dates
ranging from 2006 to 2024.

         Branches
                  460 Westerly Parkway, State College, PA (ATM)
                  1811 South Atherton Street, State College, PA (ATM)
                    building owned, land leased.
                  1667 North Atherton Street, State College, PA  (ATM)
                    building owned, land leased.
                  366 East College Avenue, State College, PA  (ATM)
                  Routes 45 and 144, Centre Hall, PA (ATM) building owned,
                    land leased.
                  520 Third Avenue, Duncansville, PA (ATM)
                  3014 Pleasant Valley Boulevard, Altoona, PA  (ATM)
                  98 Nason Drive, Roaring Spring, PA  (ATM)
                  5812 Sixth Avenue, Altoona, PA (ATM) building owned, land
                    leased.
                  1402 Logan Avenue, Tyrone, PA (ATM) building owned, land
                    leased.
                  Morrison's Cove Home, 429 South Market Street, Martinsburg, PA
                  Westminster Woods, 360 Westminster Woods Drive, Huntingdon, PA
                  Foxdale Village, 500 Marylyn Avenue, State College, PA
                  205 Park Place, Bellefonte, PA (ATM)
                  5th and Penn Streets, Huntingdon, PA (ATM)
                  141 Plaza 15, Lewisburg, PA (ATM)
                  814 Westminster Drive, Williamsport, PA (ATM)

         ATMs
                  Weis Shopping Plaza, Mifflintown, PA
                  414 East College Avenue, State College, PA
                  Interstate 80 Exit 147 and Route 144, Snow Shoe, PA
                  Martin General Store, Route 22, Alexandria, PA
                  Martin General Store, 300 High Street, Williamsburg, PA
                  Service Mart of Mifflin, 2 Mowery Street, Mifflin, PA
                  Ingram's Market, Interstate 80 Exit 185, Rt. 477, Loganton, PA
                  A Plus Convenience Store, 522 Allegheny St., Hollidaysburg, PA
                  Lewistown Hospital, 400 Highland Ave., Lewistown, PA
                  Wal-Mart, Route 522, Lewistown, PA
                  2 South Market Street, Selinsgrove, PA
                  284 Hogan Boulevard, Lock Haven, PA
                  Dunkin' Donuts, Route 11, Bloomsburg, PA
                  108 West Pine Street, Selinsgrove, PA
                  Weis Markets, 700 Broad Street, Selinsgrove, PA
                  1 College Avenue, Williamsport, PA
                  Dunkin' Donuts, Routes 11 and 15, Hummel's Wharf, PA
                  Dunkin' Donuts, Route 15, Lewisburg, PA
                  Susquehanna University, Selinsgrove, PA
                  Variety Stop, 15 East Main Street, Glen Lyon, PA
                  Beer Super, 485 Scott Street, Wilkes Barre, PA
                  Pump N Pantry, Routes 118 and 29, Hunlock Creek, PA
                  CSIU, 90 Lawton Lane, Milton, PA
                  Brodart, 500 Arch Street, Williamsport, PA
                  Pump N Pantry, Montrose, PA


                                       17
<PAGE>

                  Pump N Pantry, 620 State Route 29 South, Tunkhannock, PA
                  Pump N Pantry, Exit 320 Interstate 80, Great Bend, PA
                  Pump N Pantry, Exit 233, New Milford, PA
                  Pump N Pantry, 530 Elmira Street, Troy, PA
                  Pump N Pantry, 81 Victory Highway, Painted Post, NY
                  Pump N Pantry, 58 North Main Street, Lawrence, PA
                  Pump N Pantry, 1 North Main Street, Tioga, PA
                  Pump N Pantry, State Route 307, Lake Winola, PA
                  Pump N Pantry Exit 211 Interstate 80, Kingsley, PA
                  Pump N Pantry, 622 State Route 6 West, Tunkhannock, PA
                  Pump N Pantry, Route 11, Nicholson, PA
                  Pump N Pantry, 114 N German Street, Dunshore, PA

Other

      The Company also leases  buildings  and/or office space for several of its
subsidiaries including: Fulton County, Greencastle, and Emporium, PA offices for
Sentry Trust Company;  Pittston offices for Bank Capital  Services  Corporation;
and Sunbury and Shamokin Dam, PA offices for Mid-Penn Insurance Associates.

      The Bank leases office space in Bedford, PA for a Trust Services office.


                                       18
<PAGE>

Item 3: Legal Proceedings

      The  Company  and the Bank  are  involved  in  various  legal  proceedings
incidental  to their  business.  Neither the Company,  the Bank nor any of their
properties  are  subject to any  material  legal  proceedings,  nor are any such
proceedings known to be contemplated by any governmental authority.

Item 4: Submission of Matters to a Vote of Security Holders

      None

Item 4.1: Executive Officers of the Registrant

      Set forth below is certain  information  concerning the executive officers
of the Company who are not directors.

      On March 18, 1995, Omega's banking subsidiaries,  Peoples National Bank of
Central  Pennsylvania  ("Peoples  Bank") and The Russell National Bank merged to
form Omega Bank. Any reference below to service with Omega Bank includes service
with Omega Bank's predecessors prior to such merger.

       Name          Age                         Position
       ----          ---                         --------

Daniel L. Warfel     59        Executive  Vice  President  and  Chief  Financial
                               Officer of the Company since 1987; Executive Vice
                               President of Omega Bank since 1983.

David N. Thiel       62        Senior Vice President and Corporate  Secretary of
                               the Company since 1987; Vice President, Secretary
                               and Cashier of Omega Bank since 1973.


                                       19
<PAGE>

PART II

Item 5: Market for Registrant's  Common Equity,  Related Stockholder Matters and
Issuer Purchases of Equity Securities

      Incorporated by reference from the section  entitled  "Common Stock Market
Prices and  Dividends" in the Company's  Annual Report to  Shareholders  for the
year ended December 31, 2005 attached hereto as exhibit 13.1.

      The Company did not sell any equity  securities  during 2005 that were not
registered under the Securities Act of 1933.

      For information  concerning Omega's Equity  Compensation  Plans, see "Item
12: Security  Ownership of Certain  Beneficial Owners and Management and Related
Stockholder Matters".

      In April of 2005, the Board of Directors  approved a new share  repurchase
program to begin  immediately,  authorizing  management to buy back up to 10% of
Omega's  outstanding common stock. At that time, there were 12,610,951 shares of
common stock outstanding with 1,261,095 shares eligible to be repurchased.  This
program  remained in effect  through  December 31,  2005.  At December 31, 2005,
67,069 shares were repurchased in conjunction  with this program,  at an average
cost of $27.78 per share.  The shares  purchased  in the fourth  quarter were as
follows:

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------------------
                                                                                          (d) Maximum
                                                                (c) Total Number           Number (or
                                                                  of Shares (or        Approximate Dollar
                                 (a) Total                      Units) Purchased      Value) of Shares (or
                                 Number of      (b) Average        as Part of         Units) that May Yet
                                 Shares (or     Price Paid          Publicly           Be Purchased Under
                                   Units)      per Share (or   Announced Plans or         the Plans or
            Period               Purchased         Unit)            Programs                Programs
     -------------------------------------------------------------------------------------------------------
<S>                                <C>            <C>                <C>                   <C>
     October 1, 2005 to            36,500         $26.71             36,500                1,194,026
     October 31, 2005
     -------------------------------------------------------------------------------------------------------
     November 1, 2005 to               --             --                 --                1,194,026
     November 30, 2005
     -------------------------------------------------------------------------------------------------------
     December 1, 2005 to                                                                   1,194,026
     December 31, 2005
     -------------------------------------------------------------------------------------------------------
     Total                         36,500         $26.71             36,500                1,194,026
     -------------------------------------------------------------------------------------------------------
</TABLE>

      On January 23, 2006 the Board of Directors  of Omega  approved a new share
repurchase program  authorizing the buy back of up to 10% of Omega's outstanding
common stock. At that time there were 12,604,477 common shares  outstanding with
1,260,447  shares eligible to be repurchased.  The program will remain in effect
until the 10% limit is reached;  however,  it may be discontinued at any time by
the Board of Directors.

Item 6: Selected Financial Data

      Incorporated by reference from the section  entitled  "Selected  Financial
Data" in the Company's Annual Report to Shareholders for the year ended December
31, 2005 attached hereto as exhibit 13.1.


                                       20
<PAGE>

Item 7: Management's Discussion and Analysis of Financial Condition and Results
of Operations

      Incorporated  by  reference  from  the  sections  entitled   "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's  Annual Report to  Shareholders  for the year ended  December 31, 2005
attached hereto as exhibit 13.1.

Item 7A: Quantitative and Qualitative Disclosures about Market Risk

      Incorporated  by  reference  from  the  sections  entitled   "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Market Risk" in the Company's  Annual Report to Shareholders  for the year ended
December 31, 2005 attached hereto as exhibit 13.1.

Item 8: Financial Statements and Supplementary Data

      Incorporated  by  reference  from  the  Company's  Consolidated  Financial
Statements and the Notes to Consolidated  Financial  Statements thereto included
in the Company's  Annual Report to Shareholders  for the year ended December 31,
2005 attached hereto as exhibit 13.1.

Item 9: Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

      Not applicable.

Item 9A: Controls and Procedures

      Preceding the  Company's  financial  statements  included in the Company's
Annual  Report which is attached as Exhibit 13.1 to this Form 10-K is the report
of Ernst & Young LLP, the Company's  independent  registered  public  accounting
firm,  regarding  its audit of the  Company's  internal  control over  financial
reporting  and of  management's  assessment of internal  control over  financial
reporting which also precedes the financial  statements.  This section should be
read in conjunction  with the management's and Ernst & Young LLP's reports for a
more complete understanding of the topics presented.

      Conclusion   Regarding  the  Effectiveness  of  Disclosure   Controls  and
Procedures

      The Company's  management,  with the  participation of its chief executive
officer and chief financial officer, conducted an evaluation, as of December 31,
2005, of the effectiveness of the Company's  disclosure  controls and procedures
(as defined in  Exchange  Act Rule  13a-15(e)).  Based on this  evaluation,  the
Company's  CEO and CFO concluded  that,  as of the end of the period  covered by
this annual  report,  the  Company's  disclosure  controls and  procedures  were
effective  in reaching a  reasonable  level of  assurance  that (i)  information
required to be  disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and forms and (ii)  information  required to be disclosed by
the  Company  in its  reports  that it files or  submits  under  the  Securities
Exchange  Act of  1934  is  accumulated  and  communicated  to  its  management,
including its principal executive and principal  financial officers,  or persons
performing similar functions as appropriate to allow timely decisions  regarding
required disclosure.

      Changes in Internal Control Over Financial Reporting

      The Company's  management,  with the  participation of the Company's chief
executive officer and chief financial  officer,  also conducted an evaluation of
the Company's internal control over financial reporting,  as defined in Exchange
Act Rule 13a-15(f), to determine whether any changes occurred during the quarter
ended December 31, 2005 that have materially affected,  or are reasonably likely
to materially affect,  the Company's internal control over financial  reporting.
Based on that  evaluation,  there was no such change  during the  quarter  ended
December 31, 2005.

      A control system,  no matter how well conceived and operated,  can provide
only  reasonable,  not absolute,  assurance  that the  objectives of the control
system are met.  Further,  the design of a control  system must reflect the fact
that there are  resource  constraints,  and the  benefits  of  controls  must be


                                       21
<PAGE>

considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control issues and instances of fraud,  if any, within the Company have been
detected.  The Company conducts periodic evaluations of its controls to enhance,
where  necessary,   its  procedures  and  controls.   Because  of  the  inherent
limitations in a cost-effective  control system,  misstatements  due to error or
fraud may occur and not be detected.

Item 9B. Other Information

            In  connection  with the  annual  employee  compensation  review  in
December  2005,  the  Compensation  Committee set the salaries for the following
named  executive  officers  for 2006.  In addition,  on February  27, 2006,  the
Compensation  Committee  determined  the bonus  payable to such named  executive
officers  under  Omega's  Executive  Incentive  Compensation  Plan for  services
rendered in 2005, as follows:

        ------------------------------------------------------------------------
             Named Executive Officer         2006 Annual Salary     2005 Bonus
        ------------------------------------------------------------------------
        Donita Koval,                              $300,000           $85,000
        President and Chief Executive
        Officer of Omega and Omega
        Bank
        ------------------------------------------------------------------------
        Daniel L. Warfel,                          $228,732           $72,000
        Executive Vice President and
        Chief Financial Officer of Omega
        and Omega Bank
        ------------------------------------------------------------------------
        David N. Thiel,                            $136,320           $10,000
        Corporate Secretary and Senior
        Vice President of Omega and
        Omega Bank
        ------------------------------------------------------------------------

PART III

Item 10:  Directors and Executive Officers of the Registrant

      Incorporated by reference from the Company's  Proxy Statement  relating to
the 2006  Annual  Meeting  of  Shareholders  to be  filed  pursuant  to  General
Instruction G(3) to Form 10-K, except  information  concerning certain Executive
Officers of the Company which is set forth in Item 4.1 hereof.

      Omega  adopted a Code of Conduct  that  applied  to all of its  directors,
officers and employees. Additionally, it had adopted a Code of Ethics for Senior
Financial  Officers,  which  included  the Chief  Executive  Officer,  the Chief
Financial Officer and the Corporate Controller (the "SFO Code"). Effective as of
November 22, 2004, the Board approved a Code of Ethics & Comprehensive  Insiders
Activity Policy (the "New Code") applicable to the Company's directors, officers
and employees,  including Chief Executive  Officer,  the Chief Financial Officer
and the Corporate  Controller.  The New Code imposed the same obligations on the
senior financial officers, as required by Item 406 of SEC Regulation S-K, as did
the SFO Code. On March 14, 2005, the Board determined that the New Code replaced
the SFO Code.  The New Code is filed  herewith as Exhibit  14.1 and is available
for review on Omega's  website at  www.omegafinancial.com,  under the  Corporate
Governance  section.   Omega  intends  to  satisfy  the  applicable   disclosure
requirements  under Item 5.05 of Form 8-K  regarding an amendment  to, or waiver
from, a provision of its New Code on its website,  except as otherwise  required
by applicable Nasdaq requirements.

Item 11: Executive Compensation

      Incorporated by reference from the Company's  Proxy Statement  relating to
the 2006  Annual  Meeting  of  Shareholders  to be  filed  pursuant  to  General
Instruction G(3) to Form 10-K.


                                       22
<PAGE>

Item 12:  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

      Incorporated by reference from the Company's  Proxy Statement  relating to
the 2005  Annual  Meeting  of  Shareholders  to be  filed  pursuant  to  General
Instruction G(3) to Form 10-K.

      The following table details information  regarding Omega's existing equity
compensation plans as of December 31, 2005:

<TABLE>
<CAPTION>
                                                                                    (c)
                                                                           Number of securities
                                       (a)                   (b)            remaining available
                               Number of securities    Weighted-average     for future issuance
                                to be issued upon     exercise price of        under equity
                                   exercise of           outstanding        compensation plans
                               outstanding options,   options, warrants    (excluding securities
Plan Category                  warrants and rights        and rights     reflected in column (a))
---------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>                 <C>
Equity compensation plans
approved by security
holders                                 793,929           $ 31.67             1,958,284

Equity compensation plans
not approved by security
holders                                      --                --                    --

                                    ---------------------------------------------------------------
Total                                   793,929           $ 31.67             1,958,284
                                    ===============================================================
</TABLE>


                                       23
<PAGE>

Item 13: Certain Relationships and Related Transactions

      Incorporated by reference from the Company's  Proxy Statement  relating to
the 2006  Annual  Meeting  of  Shareholders  to be  filed  pursuant  to  General
Instruction G(3) to Form 10-K.

Item 14: Principal Accountant Fees and Services

      Incorporated by reference from the Company's  Proxy Statement  relating to
the 2006  Annual  Meeting  of  Shareholders  to be  filed  pursuant  to  General
Instruction G(3) to Form 10-K.

PART IV

Item 15: Exhibits, Financial Statement Schedules

      (a) Documents filed as part of this report:

            (1)  Financial  Statements.  The  following  consolidated  financial
statements  and the notes  thereto of the  Company,  which are  included  in the
Company's  Annual Report to  Shareholders  for the year ended December 31, 2005,
and the report of independent  public accountants which is also included in such
Annual Report, are incorporated by reference into Item 8 of this Report:

      Consolidated Balance Sheets -
               December 31, 2005 and 2004

      Consolidated Statements of Income
               Years ended December 31, 2005, 2004 and 2003

      Consolidated Statements of Shareholders' Equity -
               Years ended December 31, 2005, 2004 and 2003

      Consolidated Statements of Cash Flows
               Years ended December 31, 2005, 2004 and 2003

      Notes to Consolidated Financial Statements

      Report of Independent Certified Public Accountants

      (2)  Financial  Statement  Schedules.  Financial  statement  schedules are
omitted because they are not applicable or the required  information is shown in
the financial statements or notes thereto.

Exhibits filed pursuant to Item 601 of Regulation S-K

      Number                               Title
      ------                               -----

      2.1(14)           Agreement and Plan of Merger with Sun Bancorp

      3.1(1)            Amended and Restated Articles of Incorporation of Omega

      3.2(4)            Articles  of  Amendment  to  the  Amended  and  Restated
                        Articles of Incorporation.

      3.3(7)            Articles  of  Amendment  to  the  Amended  and  Restated
                        Articles of Incorporation

      3.4               Amended and Restated By-Laws of Omega (filed herewith)

      *10.2(2)          Peoples (now Omega) Stock Option Plan (1986).


                                       24
<PAGE>

      Number                               Title
      ------                               -----

      *10.2(5)          Amendment No. 1 to Stock Option Plan (1986).

      *10.3(3)          Omega Executive Incentive Compensation Plan.

      10.4(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

      *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  (filed
                        herewith)


                                       25
<PAGE>

      *10.25            Description   of  Directors   and   Executive   Officers
                        Compensation (filed herewith)

      *10.26            First  Amendment to Employment  Agreement  with David B.
                        Lee (filed herewith)

      *10.27(14)        2004 Stock Option Plan for Non-Employee Directors

      13.1              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 Policy

      21.1              Subsidiaries  of   Omega  Financial  Corporation  (filed
                        herewith)

      23.1              Consent of Ernst & Young LLP (filed herewith)

      31.1              Certification  of Chief  Executive  Officer  pursuant to
                        Rule  13a-14(a)  Rule   15(d)-14(a)  of  the  Securities
                        Exchange Act of 1934, as amended

      31.2              Certification  of Chief  Financial  Officer  pursuant to
                        Rule  13a-14(a)  Rule   15(d)-14(a)  of  the  Securities
                        Exchange Act of 1934, as amended

      32.1              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.

      (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 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.


                                       26
<PAGE>

SIGNATURES

      Pursuant to the  requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        OMEGA FINANCIAL CORPORATION


      Date: 03/15/2006                  By: /s/ Donita R. Koval
            -------------------            -------------------------------------
                                           Donita R. Koval
                                           President and Chief Executive Officer

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures                                  Title                               Date
----------                                  -----                               ----
<S>                                 <C>                                         <C>
/s/ Donita R. Koval                 President and                               03/15/2006
-------------------                 Chief Executive Officer and                 ----------
Donita R. Koval                     Director (Principal Executive
                                    Officer)

/s/ Daniel L. Warfel                Executive Vice President and                03/15/2006
--------------------                Chief Financial Officer (Principal          ----------
Daniel L. Warfel                    Financial Officer)

/s/ Teresa M. Ciambotti             Senior Vice President and Controller        03/15/2006
-----------------------             (Principal Accounting Officer)              ----------
Teresa M. Ciambotti

/s/ Philip E. Gingerich             Director                                    03/15/2006
-----------------------                                                         ----------
Philip E. Gingerich

/s/ D. Stephen Martz                Director                                    03/15/2006
---------------------                                                           ----------
D. Stephen Martz

/s/ Stanton R. Sheetz               Director                                    03/15/2006
---------------------                                                           ----------
Stanton R. Sheetz

/s/ Robert A. Szeyller              Director                                    03/15/2006
----------------------                                                          ----------
Robert A. Szeyller

/s/ Maureen M. Bufalino             Director                                    03/15/2006
-----------------------                                                         ----------
Maureen M. Bufalino

/s/ Dennis J. Van Benthuysen        Director                                    03/15/2006
----------------------------                                                    ----------
Dennis J. Van Benthuysen

/s/ Robert A. Hormell               Director                                    03/15/2006
---------------------                                                           ----------
Robert A. Hormell
</TABLE>


                                       27
<PAGE>

<TABLE>
<S>                                 <C>                                         <C>
/s/ Carl H. Baxter                  Director                                    03/15/2006
------------------                                                              ----------
Carl H. Baxter

/s/ Jodi L. Green                   Director                                    03/15/2006
-----------------                                                               ----------
Jodi L. Green

/s/ Steven M. Krentzman             Director                                    03/15/2006
-----------------------                                                         ----------
Steven M. Krentzman

/s/ David B. Lee                    Director                                    03/15/2006
----------------                                                                ----------
David B. Lee
</TABLE>


                                       28
<PAGE>

                           OMEGA FINANCIAL CORPORATION
                           ANNUAL REPORT ON FORM 10-K
                                DECEMBER 31, 2005

                                  EXHIBIT INDEX

3.4      Amended and Restated By-Laws of Omega                              30

10.24    Employment Agreement with Maureen Bufalino                         39

10.25    Description of Directors and Named Executive Officers
         compensation                                                       44

10.26    First Amendment to Employment Agreement
         with David B. Lee                                                  45

13.1     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)                               46

21.1     Subsidiaries of Omega Financial Corporation                        47

23.1     Consent of Ernst & Young LLP                                       49

31.1     Certification of Chief Executive Officer pursuant to
         Rule 13a-14(a) Rule 15(d)-14(a) of the Securities Exchange
         Act of 1934, as amended                                            50

31.2     Certification of Chief Financial Officer pursuant to
         Rule 13a-14(a) Rule 15(d)-14(a) of the Securities Exchange
         Act of 1934, as amended                                            51

32.1     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          52


                                       29