UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549

                                    FORM 10-Q
                                   (Mark One)
             |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2003

                                       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
 incorporation or organization)                            Identification No.)

                    366 Walker Drive, State College, PA 16801
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (814) 231-7680
              (Registrant's telephone number, including area code)

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 whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act.

                                 Yes |X| No |_|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

The number of shares outstanding of each of the issuer's classes of common stock
                              as of July 28, 2003:
               8,094,338 shares of Common Stock, $5.00 par value

<PAGE>

PART I. Financial Information
Item 1. Financial Statements

                  OMEGA FINANCIAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)
                                    Unaudited

                                                    June 30,        December 31,
Assets                                                2003              2002
                                                  -----------       -----------
Cash and due from banks                           $    40,779       $    36,049

Interest bearing deposits with other banks             19,919             8,757
Federal funds sold                                     13,550            33,900

Investment securities available for sale              266,834           251,508

Total loans                                           784,631           779,830
  Less: Unearned discount                                  (4)              (11)
            Allowance for loan losses                 (10,980)          (11,052)
                                                  -----------       -----------
Net loans                                             773,647           768,767

Premises and equipment, net                            14,473            14,719
Bank-owned life insurance                              32,512            31,739
Other assets                                            9,013             9,118
                                                  -----------       -----------
TOTAL ASSETS                                      $ 1,170,727       $ 1,154,557
                                                  ===========       ===========

Liabilities and Shareholders' Equity
Deposits:
  Non-interest bearing                            $   153,516       $   148,498
  Interest bearing                                    772,844           770,757
                                                  -----------       -----------
Total deposits                                        926,360           919,255

Short-term borrowings                                  26,151            41,452
Other liabilities                                      22,761            11,909
ESOP debt                                               2,679             2,832
Long-term debt                                         27,177            16,237
Other interest bearing liabilities                        784               762
                                                  -----------       -----------
TOTAL LIABILITIES                                   1,005,912           992,447

Preferred stock, par value $5.00 per share:
  Authorized - 5,000,000 shares;
  Issued and outstanding -
    219,781 shares Series A Convertible                 5,000             5,000
Unearned compensation related to ESOP debt             (1,752)           (1,875)
Common stock, par value $5.00 per share:
  Authorized - 25,000,000 shares;
  Issued -
    9,660,162 shares at June 30, 2003;
    9,607,076 shares at December 31, 2002
  Outstanding -
    8,100,064 shares at June 30, 2003;
    8,099,778 shares at December 31, 2002              48,301            48,035
Capital surplus                                        11,621            10,529
Retained earnings                                     142,438           138,821
Accumulated other comprehensive income                  6,705             7,243
Cost of common stock in treasury:
   1,560,098 shares at June 30, 2003;
   1,507,298 shares at December 31, 2002              (47,498)          (45,643)
                                                  -----------       -----------
TOTAL SHAREHOLDERS' EQUITY                            164,815           162,110
                                                  -----------       -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $ 1,170,727       $ 1,154,557
                                                  ===========       ===========


                                       2
<PAGE>

                  OMEGA FINANCIAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                        (In thousands, except share data)
                                    Unaudited

<TABLE>
<CAPTION>
                                                        Three Months Ended                 Six Months Ended
                                                              June 30,                         June 30,
                                                        2003             2002             2003            2002
                                                     ----------      -----------       ----------      ----------
<S>                                                  <C>             <C>               <C>             <C>
Interest Income:
Interest and fees on loans                           $   12,200      $    13,294       $   24,522      $   26,649
Interest and dividends on investment securities           2,132            3,050            4,456           6,152
Other interest income                                       125               80              222             250
                                                     ----------      -----------       ----------      ----------
TOTAL INTEREST INCOME                                    14,457           16,424           29,200          33,051
Interest Expense:
Interest on deposits                                      3,235            4,641            6,639           9,740
Interest on short-term borrowings                            74              199              197             390
Interest on long-term debt and
  other interest bearing liabilities                        279              200              495             405
                                                     ----------      -----------       ----------      ----------
TOTAL INTEREST EXPENSE                                    3,588            5,040            7,331          10,535
                                                     ----------      -----------       ----------      ----------
NET INTEREST INCOME                                      10,869           11,384           21,869          22,516

Provision for loan losses                                   150              250              250             480
                                                     ----------      -----------       ----------      ----------
INCOME FROM CREDIT ACTIVITIES                            10,719           11,134           21,619          22,036
Other Income:
Service fees on deposit accounts                          1,462            1,171            2,866           2,152
Service fees on loans                                       379              224              781             496
Earnings on bank-owned life insurance                       387              384              773             773
Trust fees                                                  912              877            1,804           1,928
Gain on sale of loans and other assets                      275               (1)             279              63
Net gains on investment securities                          699               58              730             150
Other                                                       871              815            1,648           1,581
                                                     ----------      -----------       ----------      ----------
TOTAL OTHER INCOME                                        4,985            3,528            8,881           7,143
Other Expense:
Salaries and employee benefits                            5,089            4,869           10,028           9,753
Net occupancy expense                                       556              566            1,186           1,126
Equipment expense                                           681              648            1,396           1,218
Data processing service                                     421              419              840             826
Other                                                     3,285            2,486            5,958           5,009
                                                     ----------      -----------       ----------      ----------
TOTAL OTHER EXPENSE                                      10,032            8,988           19,408          17,932
                                                     ----------      -----------       ----------      ----------
Income before taxes                                       5,672            5,674           11,092          11,247
Income tax expense                                        1,440            1,215            2,638           2,539
                                                     ----------      -----------       ----------      ----------
NET INCOME                                           $    4,232      $     4,459       $    8,454      $    8,708
                                                     ==========      ===========       ==========      ==========

Net income per common share:
  Basic                                              $      .51      $       .53       $     1.02      $     1.03
  Diluted                                            $      .49      $       .51       $     0.99      $     1.00
Weighted average shares and equivalents:
  Basic                                               8,103,453        8,226,527        8,102,215       8,230,127
  Diluted                                             8,541,569        8,867,300        8,531,939       8,676,669
Dividends declared per share:
   Common                                            $      .29      $       .28       $      .58      $      .56
   Preferred                                         $      .45      $       .45       $      .90      $      .90
</TABLE>


                                       3
<PAGE>

                  OMEGA FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                    Unaudited

<TABLE>
<CAPTION>
                                                                          Six Months Ended
                                                                               June 30,
                                                                       -----------------------
                                                                         2003           2002
                                                                       --------       --------
<S>                                                                    <C>            <C>
Cash flows from operating activities:
  Net income                                                           $  8,454       $  8,708
  Adjustments to reconcile net income to
       net cash provided by operating activities:
    Depreciation and amortization                                         2,739          1,663
    Provision for loan losses                                               250            480
    Gain on sale of investment securities                                  (730)          (150)
    Non-monetary gift                                                        48             --
    Gain on sale of fixed assets
       and other property owned                                              (4)            --
    Gain on sale of loans                                                  (275)           (63)
    Increase in deferred tax asset                                         (359)          (206)
    Increase in cash surrender value of bank owned life insurance          (773)          (773)
    Increase in interest receivable and other assets                        (65)          (626)
    Decrease in interest payable                                           (119)          (356)
    Increase (decrease) in taxes payable                                     43           (155)
    Amortization of deferred net loan costs                                (390)          (128)
    Deferral of net loan fees                                               413            320
    Increase in accounts payable
       and accrued expenses                                              (1,860)          (999)
                                                                       --------       --------
      Total adjustments                                                  (1,082)          (993)
                                                                       --------       --------
Net cash provided by operating activities                                 7,372          7,715

Cash flows from investing activities:
  Proceeds from the sale or maturity of
    investment  securities available for sale                            52,290         65,469
  Purchase of:
    Investment securities available for sale                            (55,783)       (78,642)
    Investment securities held to maturity                                   --         (1,208)
  Net change in interest bearing deposits with other banks              (11,162)        29,230
  Increase  in loans                                                    (16,886)       (22,209)
  Gross proceeds from sale of loans                                      12,008          4,775
  Capital expenditures                                                     (900)          (505)
  Sale of fixed assets and other property owned                              10             69
  Net change in federal funds sold                                       20,350         (4,400)
                                                                       --------       --------
Net cash used in investing activities                                       (73)        (7,421)

Cash flows from financing activities:
  Increase in deposits, net                                               7,105          1,220
  Net change in short-term borrowings                                   (15,301)         2,168
  Issuance of long term debt                                             11,500             --
  Principal payment on long-term debt                                      (560)          (518)
  Net change in other interest bearing liabilities                           22             (5)
  Dividends paid                                                         (4,903)        (4,729)
  Tax benefit from preferred stock dividend
     and stock option activity                                               65            132
  Issuance of common stock                                                1,358          2,319
  Acquisition of treasury stock                                          (1,855)        (4,169)
                                                                       --------       --------
Net cash used in financing activities                                    (2,569)        (3,582)
                                                                       --------       --------
Net  increase (decrease) in cash and due from banks                    $  4,730       $ (3,288)
                                                                       ========       ========

Cash and due from banks at beginning of period                         $ 36,049       $ 39,072
Cash and due from banks at end of period                                 40,779         35,784
                                                                       --------       --------
Net  increase (decrease) in cash and due from banks                    $  4,730       $ (3,288)
                                                                       ========       ========

Interest paid                                                          $  7,450       $ 10,891
Income taxes paid                                                         3,555          2,812
</TABLE>


                                       4
<PAGE>

                  OMEGA FINANCIAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SIX AND THREE MONTHS ENDED JUNE 30, 2003 AND 2002

A.    Basis of Presentation:

      The accompanying unaudited financial statements have been prepared in
      accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation
      S-X. Accordingly, they do not include all the information and footnotes
      required by generally accepted accounting principles for complete
      financial statements. In the opinion of management, all adjustments,
      including normal recurring accruals, considered necessary for a fair
      presentation have been included. Operating results for the six months and
      three months ended June 30, 2003 are not necessarily indicative of the
      results that may be experienced for the year ending December 31, 2003 or
      any other interim period. For further information, refer to the
      Consolidated Financial Statements and Footnotes included in the Company's
      Annual Report on Form 10-K for the year ended December 31, 2002.

      The accompanying Consolidated Financial Statements include Omega Financial
      Corporation (Omega), a bank holding company, and the combined results of
      its wholly owned banking and non-banking subsidiaries.

B.    Commitments and Contingent Liabilities:

      In the ordinary course of business, Omega makes commitments to extend
      credit to their customers through letters of credit and lines of credit.

      Two types of standby letters of credit are issued by Omega. Performance
      standby letters of credit are conditional commitments issued to guarantee
      the performance of a customer to a third party. These are generally
      contingent upon the failure of the customer to perform according to the
      terms of the underlying contract with the third party. Financial standby
      letters of credit are conditional commitments issued to guarantee the
      payment of a specified amount by a customer to a third party. These are
      generally contingent upon the failure of the customer to make payment of
      its financial obligation according to the terms of the underlying contract
      with the third party. At June 30, 2003 performance standby letters of
      credit issued and outstanding amounted to $6,931,000 as compared to
      $4,588,000 on December 31, 2002. Financial standby letters of credit
      issued and outstanding on June 30, 2003 amounted to $7,981,000 compared to
      $8,932,000 on December 31, 2002. These letters of credit are not reflected
      in the accompanying financial statements. Management does not anticipate
      any significant losses as a result of these transactions.

      At June 30, 2003, the Corporation had $158,183,000 outstanding in loan
      commitments and other unused lines of credit extended to its customers. Of
      this amount, $47,973,000, or 30.3%, are commitments to consumers for
      mortgage and home equity loans and personal lines of credit. The remaining
      amount of $110,210,000, are commercial commitments.

      Omega's Employee Stock Ownership Plan (ESOP) incurred debt in 1990 of
      $5,000,000, which is collateralized by a mortgage on the Corporation's
      administrative center and the Corporation's guarantee. As of June 30,
      2003, the balance of the ESOP debt was $2,679,000 as compared to
      $2,832,000 at December 31, 2002.

<PAGE>

C.    Comprehensive Income:

      Components of comprehensive income consist of the following:

<TABLE>
<CAPTION>
                                                         Three Months Ended June 30, 2003        Three Months Ended June 30, 2002
                                                        Before    Tax Expense                   Before    Tax Expense
                                                         Tax           or       Net-of-Tax       Tax           or       Net-of-Tax
                                                        Amount      (Benefit)     Amount        Amount      (Benefit)      Amount
                                                       --------   -----------   ----------     --------   -----------   ----------
<S>                                                    <C>           <C>          <C>          <C>           <C>          <C>
Net income                                             $  5,672      $ 1,440      $ 4,232      $  5,674      $ 1,215      $ 4,459
Other comprehensive income:
  Unrealized gains on available for sale securities:
  Unrealized holding gains (losses)
    arising during the period                                 3            1            2         2,982        1,044        1,938
  Less reclassification adjustment for
    gains included in net income                           (699)        (245)        (454)          (58)         (20)         (38)
                                                       --------      -------      -------      --------      -------      -------
Other comprehensive income (loss)                          (696)        (244)        (452)        2,924        1,024        1,900
                                                       --------      -------      -------      --------      -------      -------
Total comprehensive income                             $  4,976      $ 1,196      $ 3,780      $  8,598      $ 2,239      $ 6,359
                                                       ========      =======      =======      ========      =======      =======

<CAPTION>
                                                          Six Months Ended June 30, 2003          Six Months Ended June 30, 2002
                                                        Before    Tax Expense                  Before    Tax Expense
                                                         Tax          or        Net-of-Tax       Tax          or        Net-of-Tax
                                                        Amount     (Benefit)      Amount        Amount     (Benefit)      Amount
                                                       --------   -----------   ----------     --------   -----------   ----------
<S>                                                    <C>           <C>          <C>          <C>           <C>          <C>
Net income                                             $ 11,092      $ 2,638      $ 8,454      $ 11,247      $ 2,539      $ 8,708
Other comprehensive income:
  Unrealized gains on available for sale securities:
  Unrealized holding gains (losses)
    arising during the period                               (98)         (34)         (64)        2,005          702        1,303
  Less reclassification adjustment for
    gains included in net income                           (730)        (256)        (474)         (150)         (53)         (97)
                                                       --------      -------      -------      --------      -------      -------
Other comprehensive income (loss)                          (828)        (290)        (538)        1,855          649        1,206
                                                       --------      -------      -------      --------      -------      -------
Total comprehensive income                             $ 10,264      $ 2,348      $ 7,916      $ 13,102      $ 3,188      $ 9,914
                                                       ========      =======      =======      ========      =======      =======
</TABLE>

D.    Earnings Per Share Data:

      Basic earnings per share is computed by dividing income available to
      common stockholders by the weighted average number of shares outstanding
      for the period. On a diluted basis, both earnings and shares outstanding
      are adjusted to assume the conversion of all potentially dilutive
      securities into common stock.


                                       7
<PAGE>

                       Computations of Earnings per Share
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             Three Months Ended June 30, 2003            Three Months Ended June 30, 2002
                                         ------------------------------------------ -------------------------------------------
                                             Income        Shares      Per-Share        Income        Shares      Per-Share
                                           Numerator    Denominator     Amount        Numerator    Denominator      Amount
                                         ------------------------------------------ -------------------------------------------
<S>                                      <C>                <C>        <C>           <C>              <C>         <C>
Net income                               $    4,232                                  $    4,459
Less: Preferred stock dividends                 (99)                                        (99)
                                         ----------                                  ----------

Basic EPS
Income available to common
    shareholders                              4,133         8,103      $    0.51          4,360       8,227       $     0.53
                                                                       =========                                  ==========

Effect of Dilutive Securities
Impact of:
   Assumed conversion of preferred
      to common stock                                         346                                       346
   Assumed exercises of outstanding
      options                                                  92                                       114
Preferred stock dividends
    available to common
    shareholders                                 99                                          99
Elimination of tax benefit of
    allocated preferred dividends               (21)                                        (20)
Additional expense required to fund
    ESOP debt, net of tax impact                  1                                          (1)
                                         ----------                                  ----------

Diluted EPS
Income available to common
     shareholders plus assumed
     conversions                         $    4,212         8,541      $    0.49     $    4,438       8,687       $     0.51
                                         ==========    ==========      =========     ==========   =========       ==========

<CAPTION>
                                               Six Months Ended June 30, 2003             Six Months Ended June 30, 2002
                                         ------------------------------------------- ------------------------------------------
                                             Income        Shares      Per-Share         Income        Shares      Per-Share
                                           Numerator    Denominator      Amount        Numerator    Denominator     Amount
                                         ------------------------------------------- ------------------------------------------
<S>                                      <C>                <C>        <C>           <C>              <C>         <C>
Net income                               $    8,454                                  $    8,708
Less: Preferred stock dividends                (198)                                       (198)
                                         ----------                                  ----------

Basic EPS
Income available to common
    shareholders                              8,256         8,102      $    1.02          8,510       8,230       $     1.03
                                                                       =========                                  ==========
Effect of Dilutive Securities
Impact of:
   Assumed conversion of preferred
      to common stock                                         346                                       346
   Assumed exercises of outstanding
      options                                                  84                                       100
Preferred stock dividends
    available to common
    shareholders                                198                                         198
Elimination of tax benefit of
    allocated preferred dividends               (43)                                        (40)
Additional expense required to fund
    ESOP debt, net of tax impact                  2                                          (2)
                                         ----------                                  ----------

Diluted EPS
Income available to common
     shareholders plus assumed
     conversions                         $    8,413         8,532      $    0.99     $    8,666       8,676       $     1.00
                                         ==========    ==========      =========     ==========   =========       ==========
</TABLE>


                                       8
<PAGE>

E.    Summary of Significant Accounting Policies:

      Stock-based compensation

      Omega accounts for stock-based compensation using the intrinsic value
      method in accordance with Accounting Principles Board (APB) Opinion 25,
      "Accounting for Stock Issued to Employees", and has adopted the disclosure
      provisions of FASB No. 148, "Accounting for Stock-Based Compensation". The
      following proforma information regarding net income and earnings per share
      assumes the adoption of Statement No. 123 for stock options granted
      subsequent to December 31, 1994. The estimated fair value of the options
      is amortized to expense over the vesting period.

      The fair value was estimated at the date of grant using a Black-Scholes
      option-pricing model utilizing various assumptions. Compensation expense,
      net of related tax, is included in the proforma net income reported below
      (in thousands, except per share data).

<TABLE>
<CAPTION>
                                                   Quarter ended June 30                Year To Date
                                                    2003           2002               2003          2002
                                                -----------     -----------        -----------    ---------
<S>                                             <C>             <C>                <C>            <C>
Net income                     As reported      $     4,232     $     4,459        $     8,454    $   8,708
                               Pro forma              4,125           4,362              8,239        8,516
Compensation expense, net of tax                        107              97                215          192

Basic earnings per share       As reported      $      0.51     $      0.53        $      1.02    $    1.03
                               Pro forma               0.50            0.52               0.99         1.01

Diluted earnings per share     As reported      $      0.49     $      0.51        $      0.99    $    1.00
                               Pro forma               0.48            0.50               0.96         0.98
</TABLE>

      The Black-Scholes option valuation model was developed for use in
      estimating the fair value of traded options, which have no vesting
      restrictions and are fully transferable. In addition, option valuation
      models require the input of highly subjective assumptions including the
      expected stock price volatility. Because Omega's employee stock options
      have characteristics significantly different from those of traded options,
      and because changes in the subjective input assumptions can materially
      affect the fair value estimate, in management's opinion, the existing
      models do not necessarily provide a reliable single measure of the fair
      value of its employee stock options.

F.    Recent Accounting Pronouncements:

      In January 2003, the FASB issued FASB Interpretation No. 46,
      "Consolidation of Variable Interest Entities," (FIN 46). The objective of
      FIN 46 is to provide guidance on how to identify a variable interest
      entity (VIE) and determine when the assets, liabilities, noncontrolling
      interests, and results of operations of a VIE need to be included in a
      company's consolidated financial statements. A company that holds variable
      interests in an entity will need to consolidate the entity if the
      company's interest in the VIE is such that the company will absorb a
      majority of the VIE's expected losses and/or receive a majority of the
      VIE's expected residual returns, if they occur. FIN 46 also requires
      additional disclosures by primary beneficiaries and other significant
      variable interest holders. The provisions of this interpretation were
      effective upon issuance for all new variable interest entities and as of
      July 1, 2003, and for all variable interest entities that existed at the
      date of its issuance. The provisions of FIN 46 are not expected to have a
      material impact on the Corporation's financial condition or results of
      operations.


                                       9
<PAGE>

                  OMEGA FINANCIAL CORPORATION AND SUBSIDIARIES

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                 OF OPERATIONS

Investment Considerations

      In analyzing whether to make, or to continue to make, an investment in
      Omega, investors should consider, among other factors, certain investment
      considerations more particularly described in "Item 1: Business -
      Investment Considerations" in the Company's Annual Report on Form 10-K for
      the year ended December 31, 2002. A copy of this report can be obtained
      from David N. Thiel, Senior Vice President, Omega Financial Corporation,
      366 Walker Drive, State College, Pennsylvania 16801.

      Forward Looking Statements

      The information in this Report on Form 10-Q 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 Omega's
      financial condition or results of operations, the classification of
      Omega's investment portfolio or as to trends or management's beliefs,
      expectations or opinions and other statements other than historical facts.
      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. In
      addition to the factors discussed in this report, certain risks,
      uncertainties and other factors, including without limitation, risks
      arising from economic conditions and related uncertainties, changes in
      interest rates, federal and state regulation, competition and the adequacy
      of the allowance and provision for loan losses, are discussed in this
      Report on Form 10-Q, the Corporation's 2002 Annual Report or in Omega's
      Annual Report on Form 10-K for the year ended December 31, 2002. Copies of
      these reports may be obtained from Omega upon request and without charge
      (except for the exhibits thereto) as described above.

1.    Comparison of the Six and Three Months Ended June 30, 2003 and 2002

                               Operations Overview

      A.    Six months ended June 30, 2003 and 2002

      For the first six months of 2003, income before taxes decreased by
      $155,000, or 1.4%, compared to the same period in 2002. Income from credit
      activities decreased $417,000, or 1.9%. Non-interest income increased
      $1,738,000 or 24.3% while non-interest expense increased $1,476,000, or
      8.2%.

      The tax provision for the first six months of 2003 increased by $99,000,
      or 3.9% when compared to the first six months of 2002. The effective tax
      rate for this period rose from 22.6% in 2002 to 23.8% for the
      corresponding period in 2003. Net income decreased by $254,000, or 2.9%,
      in the first six months of 2003 as compared to the same period in 2002.

      B.    Three months ended June 30, 2003 and 2002

      The second quarter's income before income taxes decreased $2,000 when
      compared to the same period in 2002. Income from credit activities
      decreased by $415,000, from $11,134,000 in the second quarter of 2002 to
      $10,719,000 in the second quarter of 2003. Non-interest income increased
      $1,457,000, or 41.3% and non-interest expense increased by $1,044,000, or
      18.4%.

      After the income tax provision (which increased by $225,000, or 18.4%
      compared to the same period in 2002) was deducted from earnings, net
      income was $227,000, or 5.1%, lower than the second quarter of 2002. The
      effective tax rate for the second quarter of 2003 was 25.4%, as compared
      to the second quarter of 2002 of 21.4%.


                                       10
<PAGE>

      Following are selected key ratios for the period:

<TABLE>
<CAPTION>
                                                            Three Months Ended        Six Months Ended
                                                                  June 30                  June 30
                                                          ----------------------    --------------------
                                                            2003         2002         2003       2002
                                                          --------     ---------    ---------  ---------
<S>                                                         <C>          <C>          <C>        <C>
         Return on average assets (annualized).........      1.47%        1.54%        1.48%      1.51%
         Return on average equity (annualized).........     10.18        11.21        10.22      10.96
         Dividend payout ratio (common)................     55.53        51.41        55.64      52.87
         Average equity to average assets..............     14.47        13.72        14.48      13.76
</TABLE>

                               Net Interest Income

      A.    Six months ended June 30, 2003 and 2002

      Omega's net interest income for the first six months of 2003 declined by
      $647,000, or 2.9%. Average earning assets decreased by $13,503,000, or
      1.3% when compared to June 2002. Yield on earning assets was 5.54% in 2003
      as compared to 6.20% in 2002. Cost to fund earning assets was 1.40% in
      2003, 58 basis points lower than the 1.98% in 2002. On a fully tax
      equivalent basis, the net interest margin dropped by 13 basis points to
      4.39% in 2003 from 4.52% in 2002. See the chart below for a comparison of
      the components of the net interest margin.

      B.    Three months ended June 30, 2003 and 2002

      The net interest spread, at 4.10% for the second quarter of 2003, was 14
      basis points lower than the second quarter of 2002, with a $14,346,000 or
      1.3% decrease in average earning assets resulting in a 4.5% decrease in
      net interest income. Yield on earning assets in the second quarter of 2003
      declined by 66 basis points when compared to 2002's second quarter, while
      cost of funding decreased by 52 basis points.

      Following are key net interest margin ratios (annualized):

<TABLE>
<CAPTION>
                                                 Three Months Ended          Six Months Ended
                                                       June 30                   June 30
                                              ----------------------------------------------------
                                                  2003         2002         2003         2002
                                              ----------------------------------------------------
<S>                                              <C>           <C>            <C>          <C>
Yield on average earning assets.........         5.45%         6.11%          5.54%        6.20%
--------------------------------------------------------------------------------------------------
Cost to fund earning assets.............         1.35          1.87           1.40         1.98
--------------------------------------------------------------------------------------------------
Net interest margin.....................         4.10          4.24           4.14         4.22
--------------------------------------------------------------------------------------------------
Net interest margin - tax equivalent....         4.35          4.55           4.39         4.52
--------------------------------------------------------------------------------------------------
</TABLE>

      At June 30, 2003, Omega had $476,118,000 of earning assets scheduled to
      reprice over the next twelve months as compared to $436,657,000 in
      interest bearing liabilities, resulting in a positive gap of $39,461,000,
      or 3.4% of assets. In order to predict net interest income at risk over
      the next twelve months based on hypothetical rate movements, a rate shock
      simulation was performed on the balance sheet. In the event that interest
      rates would decrease immediately by 100 basis points, results of the rate
      shock simulation suggest that Omega's net interest income over the next
      twelve months would decrease by approximately 3.3%, or $1,360,000.
      Conversely, the results of a rate shock simulation of an immediate 100
      basis point increase in interest rates indicates an increase in net
      interest income of approximately $1,281,000, or 3.1% over a twelve-month
      period. These simulations assume no volume or mix changes in the balance
      sheet.

                               Loan Loss Provision

      In the second quarter of 2003, a loan loss provision of $150,000 was
      recorded, as compared to the $250,000 loan loss provision that was
      recorded in the second quarter


                                       11
<PAGE>

      of 2002. The change in the loan loss provision is reflective of the
      movement in non-performing loans during the quarter. In the second quarter
      of 2003, the provision increased by $50,000 as compared to the first
      quarter of 2003, as non-performing loans increased from $4,091,000 on
      March 31, 2003 to $4,732,000 on June 30, 2003. In the second quarter of
      2002, non-performing loans increased from $2,943,000 on March 31, 2002 to
      $3,925,000 at June 30, 2002, prompting the increase in the loan loss
      provision by $20,000 when comparing second quarter 2002 to first quarter
      2002.

                            Other Income and Expense

      A.    Six months ended June 30, 2003 and 2002

      Other income increased $1,738,000, or 24.3% in the first six months of
      2003 as compared to the same period in 2002. Excluding gains resulting
      from sales of investment securities, loans and other assets, normal
      operating non-interest income rose by $942,000, or 13.6%. Service fee
      income on deposit accounts increased by $714,000, or 33.2%, as a result of
      an overdraft coverage service that was initiated in the second quarter of
      2002. Service fees on loans increased by $285,000, or 57.5% due to fees
      generated from increased activity in loan refinancings in the current rate
      environment. Trust fees declined in the first six months of 2003 by
      $124,000, or 6.4% when compared to the same time period in 2002. Fee
      income from commissions received from insurance sales and investment
      services added $283,000 to non-interest income in the first six months of
      2003. These are new services offered by Omega Financial Corporation,
      having begun in December 2002. Omega acts as a third party, connecting its
      customers with a broker-dealer and insurance brokers. Other non-interest
      income was $216,000 lower in 2003 than in 2002, due mostly to a reduction
      of premiums earned on the sale of credit life insurance.

      During the second quarter of 2003, Omega sold $10.1 million of first
      mortgage loans with servicing retained. A gain of $269,000 was recorded on
      that sale, bringing the total gain on the sale of loans and other assets
      to $279,000 for the first six months of 2003. This represents an increase
      of $216,000 over the same period in 2002. Certain investment securities
      were sold during the first six months of 2003, resulting in gains of
      $730,000, $580,000 higher than in the same period in 2002.

      As a percentage of average assets, annualized other income net of gains on
      assets sold was 1.38% for the first six months of 2003 as compared to 1.20
      % in 2002.

      Other expenses increased $1,476,000, or 18.6%, in the first six months of
      2003 as compared to the same period in 2002. Salaries and employee
      benefits increased $275,000, or 2.8%, in 2003 as compared to the same
      period in 2002, due primarily to staffing increases. Occupancy and
      equipment expense in total increased by $238,000, or 10.2%. Increased
      costs for building maintenance and utilities caused occupancy expense to
      increase by $54,000 and computer and other technical related purchases and
      maintenance accounted for higher equipment expense of $169,000 in 2003 as
      compared to 2002's year-to-date. Other non-interest expenses increased by
      $963,000 or 16.5%, compared to the same period in 2002. The bulk of this
      increase was related to accelerated amortization of $802,000 recorded on
      investments in limited partnership low-income housing projects, due to
      declines in estimated residual values. The remainder of the increase in
      other non-interest expense reflects costs associated with supporting new
      revenue-generating services.

      As a percentage of average assets, annualized expenses for the period
      ended June 30, 2003 were 3.40% and were 3.11% for the same period in 2002.

      B.    Three months ended June 30, 2003 and 2002

      Other income increased $1,457,000, or 41.3% in the second quarter of 2003
      as compared to the same period in 2002. Excluding gains on assets sold,
      other income improved by $540,000 or 15.6% when comparing the quarters.
      Service fees on deposit accounts increased by $291,000, or 24.8% while
      service fees on loans increased by $155,000, or 69.2%. Brokerage fees
      added $173,000 to the quarter's revenues, but other non-interest income
      declined by $117,000, caused primarily by reduced premiums received on the
      sale of credit life insurance. Gains on the sale of securities and other
      assets were $917,000 higher during the second quarter of 2003 than 2002.

      As a percentage of average assets, annualized other income net of gains
      and losses was 1.40% for the second quarter of 2003 as compared to 1.20 %
      in 2002.


                                       12
<PAGE>

      Other expenses were $1,044,000, or 11.6% higher for the second quarter of
      2003 than for the same period in 2002. Salaries and employee benefits were
      $220,000, or 4.5% higher in the second quarter of 2003 than the
      corresponding period in 2002. Amortization on the investments in
      low-income housing projects resulted in an increase in other non-interest
      expense of $802,000.

      As a percentage of average assets, annualized expenses for the quarter
      ended June 30, 2003 were 3.49% and were 3.10% for the same period in 2002.

                               Federal Income Tax

      The effective tax rate for the six months ended June 30, 2003 was 23.8%,
      compared to the same period in 2002 when the effective tax rate was 22.6%.
      For the second quarter of 2003, the effective tax rate was 25.4% compared
      to 21.4% in the second quarter of 2002. These increases in effective tax
      rates from 2002 to 2003 are the effect of decreased balances of tax-exempt
      investments owned.


                                       13
<PAGE>

2.    Investment Securities

      Management of the investment portfolio entails evaluation and realignment
      of the size and mix of the portfolio in order to balance various
      characteristics of the balance sheet, including asset quality, liquidity,
      yield relationships, maturity and tax planning. The following schedule
      details characteristics of the investment portfolio as of June 30, 2003
      and December 31, 2002.

<TABLE>
<CAPTION>
                                              Securities Classified as Available for Sale
                                                           Gross          Gross        Estimated
                                           Amortized    Unrealized      Unrealized       Market
June 30, 2003                                Cost          Gains          Losses         Value
                                           -----------------------------------------------------
<S>                                        <C>           <C>            <C>             <C>
U.S. Treasury securities and
    obligations of other U.S. Govern-
    ment agencies and corporations         $121,819      $  2,330            ($72)      $124,077
Obligations of state and
    political subdivisions
                                            116,720         2,985              (5)       119,700
Corporate securities
                                              4,187            65              --          4,252
Mortgage backed securities
                                              2,189            59              --          2,248
Equity securities
                                             11,608         4,971             (22)        16,557
                                           -----------------------------------------------------
Total                                      $256,523      $ 10,410            ($99)      $266,834
                                           =====================================================

<CAPTION>
                                               Securities Classified as Available for Sale
                                                           Gross          Gross        Estimated
                                           Amortized    Unrealized     Unrealized        Market
December 31, 2002                            Cost          Gains         Losses          Value
                                           -----------------------------------------------------
<S>                                        <C>           <C>            <C>             <C>
U.S. Treasury securities and
    obligations of other U.S. Govern-
    ment agencies and corporations         $131,970      $  3,408              $0       $135,378
Obligations of state and
    political subdivisions
                                             86,058         3,118              --         89,176
Corporate securities
                                              7,233            84              --          7,317
Mortgage backed securities
                                              4,130           120              (4)         4,246
Equity securities
                                             10,980         4,453             (42)        15,391
                                           -----------------------------------------------------
Total                                      $240,371      $ 11,183            ($46)      $251,508
                                           =====================================================
</TABLE>

      Total investment securities as a percentage of total assets at June 30,
      2003 and December 31, 2002 were 22.8% and 21.8%, respectively. Securities
      maturing or repricing in one year or less comprised 45.1% of the total
      investment securities of $266,834,000 as of June 30, 2003, as compared to
      40.3% of total investment securities of $251,508,000 as of December 31,
      2002. There was $210,000 in investments in instruments of foreign
      countries on June 30, 2003.


                                       14
<PAGE>

3.    Loans

      Net loans in the first six months of 2003 increased by $4,880,000, or 0.6%
      from the balance at December 31, 2002, bringing the total to $773,647,000
      at June 30, 2003. Mortgage loans increased $3.4 million since December 31,
      2002 after giving effect to the sale by the company of $10.1 million of
      mortgage loans to the secondary market. Commercial loan outstandings grew
      by $15.6 million over the same period. Personal consumer loans, however,
      declined by $14.3 million since year-end 2002. Management believes that
      the general state of the regional economy, including some significant job
      losses has affected the personal consumer loan business during the
      reporting period.

      Changes in the allowance for loan losses for the six months ended June 30,
      2003 and 2002 were as follows (in thousands):

                                                  2003             2002
                                                --------         --------
      Balance at January 1 .............        $ 11,052         $ 11,224

      Charge-offs ......................            (396)            (324)
      Recoveries .......................              74               56
                                                --------         --------
          Net charge-offs ..............            (322)            (268)

      Provision for loan losses ........             250              480
                                                --------         --------

      Balance at June 30 ...............        $ 10,980         $ 11,436
                                                ========         ========

      Management performs a quantitative analysis to support the adequacy of the
      allowance for loan losses. This analysis includes review of historical
      charge-off rates for loan categories, fluctuations and trends in the
      amount of classified loans and economic factors. Significant to this
      analysis is any change in observable trends that may be occurring relative
      to loans, to assess potential credit weaknesses. Current economic factors
      and trends in risk ratings are considered in the determination and
      allocation of the allowance for loan losses. The allowance for loan losses
      at June 30, 2003 and 2002 represented 1.40% and 1.47%, respectively, of
      the total loans outstanding, net of unearned interest.

      Set forth below is an analysis of Omega's non-performing loans as of June
      30, 2003 as compared to December 31, 2002.

                              Non-performing Loans
                                 (In thousands)

                                                       June 30,   December 31,
                                                         2003         2002
                                                       --------   ------------
      Non-accrual loans ..........................      $3,054       $3,125
      Accruing loans past due 90 days or more ....       1,457          614
      Restructured loans .........................         221           12
                                                        ------       ------
      Total non-performing loans .................      $4,732       $3,751
                                                        ======       ======

      Non-performing loans as percent of allowance        43.1%        33.9%

      The increase in non-performing loans from December 31, 2002 to June 30,
      2003 is primarily due to an increase in several commercial loans
      delinquent by more than 90 days as a result of experiencing a difficult
      business environment.

4.    Deposits and Other Sources of Funds

      Deposits provide the primary source of funding for loans and investment
      securities. At June 30, 2003, total deposits increased by $7,105,000, or
      0.8%, as compared to December 31, 2002. As of June 30, 2003,


                                       15
<PAGE>

      interest bearing deposits have increased by $2,087,000, or 0.3% and
      non-interest bearing accounts have increased by $5,018,000 or 3.4%, when
      compared to December 31, 2002.

      Borrowed funds are used as an additional source of funding for loans and
      investment securities as well as to fund the Corporation's share
      repurchase program. As of June 30, 2003, Omega had short-term borrowings
      (maturities within one year) in the amount of $26,151,000 and long-term
      debt in the amount of $27,177,000. At December 31, 2002, short-term
      borrowings were $41,452,000 and long-term debt was $16,237,000. This
      represents an overall decrease in outstanding debt of $4,361,000, with
      long-term debt increasing by $10,940,000 and short-term borrowings
      decreasing by $15,301,000.

5.    Regulatory Capital Compliance

      Bank regulatory authorities in the United States issue risk-based capital
      standards. These capital standards relate a banking company's capital to
      the risk profile of its assets and provide the basis by which all banking
      companies and banks are evaluated in terms of capital adequacy. The
      risk-based capital standards require all banks to have Tier 1 capital of
      at least 4% and total capital, including Tier 1 capital, of at least 8% of
      risk-adjusted assets. Tier 1 capital includes common stockholders' equity
      and qualifying perpetual preferred stock together with related surpluses
      and retained earnings. Total capital is comprised of Tier 1 capital,
      limited life preferred stock, qualifying debt instruments, and the
      reserves for possible loan losses. Banking regulators have also issued
      leverage ratio requirements. The leverage ratio requirement is measured as
      the ratio of Tier 1 capital to adjusted average assets.

      At June 30, 2003, Omega and each of its banking subsidiaries met the
      regulatory definition of a "well capitalized" financial institution, i.e.,
      a leverage ratio exceeding 5%, Tier 1 capital exceeding 6% and total
      capital exceeding 10%.

7.    Share Repurchase Program

      In January of 2003, the Board approved a new share repurchase program to
      begin immediately, authorizing management to buy back 10% of its common
      stock. At that time, there were 8,099,778 common shares outstanding with
      809,978 shares eligible to be repurchased. This program will remain in
      effect through the earlier of December 31, 2003, or until the 10% limit is
      reached; however, it may be discontinued at any time. As of July 15, 2003,
      52,800 shares have been repurchased in conjunction with this program.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Omega is impacted by market risks, and has procedures in place to evaluate
      and mitigate these risks. These market risks and Omega's procedures are
      described in the Management's Discussion and Analysis section of the 2002
      Annual Report to Shareholders. To the knowledge of Omega, there have been
      no material changes in the market risks that impact Omega or their
      procedures relative to these risks, since December 31, 2002.

Item 4. CONTROLS AND PROCEDURES

      Quarterly evaluation of the Company's Disclosure Controls and Internal
      Controls. Within the 90 days prior to the date of this Quarterly Report on
      Form 10-Q, the Company evaluated the effectiveness of the design and
      operation of its "disclosure controls and procedures" ("Disclosure
      Controls"). This evaluation ("Controls Evaluation") was done under the
      supervision and with the participation of management, including the Chief
      Executive Officer ("CEO") and Chief Financial Officer ("CFO").

      Limitations on the Effectiveness of Controls.

      The Company's management, including the CEO and CFO, does not expect that
      its Disclosure Controls or its "internal controls and procedures for
      financial reporting" ("Internal Controls") will prevent all error and all
      fraud. 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 considered relative to their costs. Because of the
      inherent limitations in all control systems, no evaluation


                                       16
<PAGE>

      of controls can provide absolute assurance that all control issues and
      instances of fraud, if any, within the Company have been detected. These
      inherent limitations include the realities that judgments in
      decision-making can be faulty, and that breakdowns can occur because of
      simple error or mistake. Additionally, controls can be circumvented by the
      individual acts of some persons, by collusion of two or more people, or by
      management override of the control. The design of any system of controls
      also is based in part upon certain assumptions about the likelihood of
      future events, and there can be no assurance that any design will succeed
      in achieving its stated goals under all potential future conditions; over
      time, control may become inadequate because of changes in conditions, or
      the degree of compliance with the policies or procedures may deteriorate.
      Because of the inherent limitations in a cost-effective control system,
      misstatements due to error or fraud may occur and not be detected.

      Conclusions.

      Based upon the Controls Evaluation, the CEO and CFO have concluded that,
      subject to the limitations noted above, the Disclosure Controls are
      effective to timely alert management to material information relating to
      the Company during the period when its periodic reports are being
      prepared.

      In accordance with SEC requirements, the CEO and CFO note that, since the
      date of the Controls Evaluation to the date of this Quarterly Report,
      there have been no significant changes in Internal Controls or in other
      factors that could significantly affect Internal Controls, including any
      corrective actions with regard to significant deficiencies and material
      weaknesses.

PART II. Other Information

Item 1. Legal Proceedings

      None

Item 2. Changes in Securities and Use of Proceeds

      None

Item 3. Defaults upon Senior Securities

      None

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

      The Annual Meeting of Shareholders of Omega was held on April 28, 2003. At
      the Annual Meeting, the shareholders elected a class of directors for a
      term of three years, as described below.

        ---------------------------------------------------------------------
                        Name                  For         Withhold Authority
        ---------------------------------------------------------------------
        Raymond F. Agostinelli              5,862,717            72,554
        ---------------------------------------------------------------------
        David B. Lee                        5,574,266           361,005
        ---------------------------------------------------------------------

      The terms of the following directors continued after the annual meeting:

      Robert N. Oliver, Stanton R. Sheetz, Robert A. Szeyller, Philip E.
      Gingerich, D. Stephen Martz and James W. Powers, Sr.

Item 5. Other Information

      None

Item 6. Exhibits and Reports on Form 8-K

      (a)   Reports on Form 8K

            The Company filed a Form 8-K (Items 9 and 12) on April 25, 2003
            regarding a financial earnings press release.

      Exhibits:


                                       17
<PAGE>

--------------------------------------------------------------------------------
 Exhibit
  Number     Description
--------------------------------------------------------------------------------
   31.1      Chief Executive Officer's Certificate for Section 302 Certification
--------------------------------------------------------------------------------
   31.2      Chief Financial Officer's Certificate for Section 302 Certification
--------------------------------------------------------------------------------
   32.1      Section 906 Certification by Chief Executive Officer
--------------------------------------------------------------------------------
   32.2      Section 906 Certification by Chief Financial Officer
--------------------------------------------------------------------------------

                                   SIGNATURES

Pursuant to the requirements of the Securities 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
                                                         (Registrant)


              July 30, 2003                By: /s/ David B. Lee
                   Date                        ---------------------------------
                                               David B. Lee
                                               Chairman and
                                               Chief Executive Officer


              July 30, 2003                    /s/ Daniel L. Warfel
                   Date                        ---------------------------------
                                               Daniel L. Warfel
                                               Executive Vice President and
                                               Chief Financial Officer


                                       18