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

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): September 12, 2006
                                                        ------------------

                             ONEIDA FINANCIAL CORP.
                             ----------------------
               (Exact Name of Registrant as Specified in Charter)

            Federal                     000-25101                16-1561678
-----------------------------     ---------------------     --------------------
(State or Other Jurisdiction)     (Commission File No.)     (I.R.S. Employer
      of Incorporation)                                      Identification No.)


182 Main Street, Oneida, New York                                 13421-1676
--------------------------------------------                    --------------
(Address of Principal Executive Offices)                          (Zip Code)

Registrant's telephone number, including area code:  (315) 363-2000
                                                     --------------

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

[_]      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

[_]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))


<PAGE>



Item 1.01.         Entry into a Definitive Material Agreement.
                   ------------------------------------------

         On September 12, 2006,  Oneida  Financial Corp. (the "Company") and its
subsidiary,  The Oneida Savings Bank (the "Bank")  entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Vernon Bank Corporation ("VBC") and
its  subsidiary,  The  National  Bank of  Vernon  ("Vernon  Bank").  The  Merger
Agreement  provides that,  upon the terms and conditions set forth in the Merger
Agreement, Oneida Merger Corp., an interim New York corporation and wholly owned
subsidiary of the Bank will merge (the  "Merger")  with and into VBC with VBC as
the surviving entity. As a result of the Merger, VBC will become wholly owned by
the Bank.  Following the Merger,  (i) VBC will be dissolved with the result that
the Bank will  acquire the assets and  liabilities  of VBC and VBC will cease to
exist;  (ii) the assets and  liabilities  of Vernon Bank  (other than  municipal
deposits and certain  permitted  assets) will be  transferred  to the Bank;  and
(iii)  Vernon  Bank will be merged  with and into the State Bank of  Chittenango
(the "State Bank"),  a subsidiary of the Bank,  with State Bank as the surviving
entity.  At the effective time and as a result of the Merger,  VBC  stockholders
will be  entitled  to receive  $54.00 in cash in  exchange  for each  issued and
outstanding share of VBC common stock.

         The  Company  and VBC have each made  representations,  warranties  and
covenants in the Merger Agreement.  VBC made certain covenants including,  among
others,  subject  to certain  exceptions,  (i) to conduct  its  business  in the
ordinary  course  between  the  execution  of  the  Merger   Agreement  and  the
consummation of the Merger,  (ii) not to engage in certain kinds of transactions
during such period,  (iii) to cause a stockholder meeting to be held to consider
adoption of the Merger Agreement and the transactions contemplated by the Merger
Agreement,  (iv)  for its  board  of  directors  to  recommend  adoption  by its
stockholders of the Merger  Agreement and the  transactions  contemplated by the
Merger  Agreement,  and (v) not to solicit  proposals  relating  to  alternative
acquisition proposals.

         Consummation of the Merger is subject to certain conditions, including,
among  others (i) approval of VBC's  stockholders,  (ii) absence of any order or
injunction  prohibiting  the  consummation  of the Merger,  (iii) the receipt of
certain  governmental  approvals,  and (iv) the accuracy of representations  and
warranties made by the Company and VBC.

         The Merger Agreement  contains certain  termination rights for both the
Company and VBC. If the Merger  Agreement is  terminated  because VBC's board of
directors fails to recommend the Merger and the transactions contemplated by the
Merger Agreement to VBC's stockholders, or withdraws its recommendation;  if VBC
terminates the Merger Agreement to accept an alternative transaction;  or if the
Merger Agreement is terminated in certain  circumstances  and VBC enters into or
consummates  another  transaction within one year of such termination,  then VBC
will owe the Company a termination fee equal to $500,000.

         The foregoing  description of the Merger and the Merger  Agreement does
not purport to be complete  and is qualified in its entirety by reference to the
complete text of the Merger Agreement, which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.

         A press release  relating to the  announcement  of the execution of the
Merger  Agreement  is filed as  Exhibit  99 hereto  and  incorporated  herein by
reference.

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<PAGE>

Item 9.01.        Financial Statements and Exhibits.
                  ---------------------------------

                  (a)      Not Applicable.

                  (b)      Not Applicable.

                  (c)      Not Applicable.

                  (d)      Exhibits.

                           Exhibit 10.1      Agreement and Plan of Merger, dated
                                             September  12,  2006 by and between
                                             Oneida  Financial  Corp, The Oneida
                                             Savings    Bank,     Vernon    Bank
                                             Corporation  and The National  Bank
                                             of Vernon.

                           Exhibit 99        Press Release  dated  September 12,
                                             2006.

                                      iii
<PAGE>


                                   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, hereunto duly authorized.

                                      ONEIDA FINANCIAL CORP.



DATE:  September 15, 2006             By:  /s/ Michael Kallet
                                          --------------------------------------
                                           Michael R. Kallet
                                           President and Chief Executive Officer


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