**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        DC 20549**
 **FORM
        10-K**
 Amendment
          No.1
 
 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
 
 o
              Transition
                  Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934
 
 Commission
        File Number 000-23129
 
 NORTHWAY
        FINANCIAL, INC.
 (Exact
        name of registrant as specified in its charter)
 
 New
                  Hampshire
              
              04-3368579(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.
                  Employer Identification No.)
 
 9
                  Main StreetBerlin,
                  New Hampshire
              
              03570Address
                  of principal executive offices
              
              (Zip
                  Code)
 
 (603)
        752-1171
 (Registrant’s
        telephone number, including area code)
 
 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 $1.00
 
 Indicate
        by check mark if the registrant is a well-known seasoned issue, as defined
        in
        Rule 405 of the Securities Act. YES o 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 o 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 twelve 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 ninety days.  YES x NO o
 
 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. o
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated file. See definition of “accelerated
        filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.. Large
        Accelerated Filer o Accelerated
        Filer o Non-Accelerated
        Filer x
 
 Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Act. YES o NO x
 
 The
        number of shares of voting and nonvoting common stock, par value $1.00 per
        share, held by nonaffiliates of the registrant as of June 30, 2005 was 1,290,784
        shares with an aggregate market value, computed by reference to the last
        reported sales price on the NASDAQ National Market on such date, of $41,305,088.
        Although directors and executive officers of the registrant were assumed
        to be
“affiliates” of the registrant for purposes of this calculation, this
        classification is not to be interpreted as an admission of such
        status.
 
 At March
        25,
        2006 ,
        there
        were 1,491,174 shares of common stock outstanding, par value $1.00 per
        share.
 
 DOCUMENTS
        INCORPORATED BY REFERENCE
 
 Portions
        of the registrant’s proxy statement for its 2006 Annual Meeting of Stockholders
        are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part
        III.
  
  
  **Explanatory
        Note**
  Northway
        Financial, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A
        (the "Amendment") to the Company's Annual Report on Form 10-K for the year
        ended
        December 31, 2005, as filed with the SEC on March 29, 2006, solely to correct
        an
        error on the cover page relating to whether the Company is a shell company
        (as
        defined in Rule 12b-2 of the Securities Exchange Act of 1934). The Company
        is
        not such a shell company.
  As
        a
        result of this Amendment, the certifications pursuant to Section 302 and
        Section
        906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively,
        as
        exhibits to the original filing, have been re-executed and re-filed as of
        the
        date of this Amendment.  Except for the modification described above, this
        Amendment does not modify or update the Company's previously reported financial
        statements and other financial disclosures in, or exhibits to, the original
        filing, nor does it reflect events occurring after the date of the original
        filing.  Unaffected items have not been repeated in this Amendment.