<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q



[X]  QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

For the quarterly period ended March 31, 2002


[ ]  TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

For the transition period from ______________ to _____________


Commission file number 0-19028

                               CCFNB BANCORP, INC.
                 (Name of small business Issuer in its charter)

PENNSYLVANIA                                             23-2254643
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification Number)

232 East Street, Bloomsburg, PA                          17815
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code:  (570) 784-4400


         Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirings for the past 90
days.

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. 1,314,030 shares of
$1.25 (par) common stock were outstanding as of April 30, 2002.




<PAGE>


                       CCFNB BANCORP, INC. AND SUBSIDIARY

                                 MARCH 31, 2002

                                   INDEX 10-Q





EXHIBIT 27 - FINANCIAL DATA SCHEDULE                                     NO PAGE
                                                                            #

PART I  - FINANCIAL INFORMATION:


        - Consolidated Balance Sheets                                       1


        - Consolidated Statements of Income                                 2


        - Consolidated Statements of Cash Flows                             3


        - Notes to Consolidated Financial Statements                      4 - 11


        - Report of Independent Certified Public Accountants               12


        - Management's Discussion and Analysis of Consolidated
          Financial Condition and Results of Operations                  13 - 20


PART II - OTHER INFORMATION                                                21


SIGNATURES                                                                 22



<PAGE>
CCFNB BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 MARCH           DECEMBER
                                                               31, 2002          31, 2001
                                                               UNAUDITED
                                                               ---------         ---------

<S>                                                            <C>               <C>
ASSETS
Cash and due from banks ...................................    $   4,399         $   6,205
Interest-bearing deposits with other banks ................        7,037             2,313
Federal funds sold ........................................        2,000                 0
Investment securities:
  Securities Available-for-Sale ...........................       53,012            57,121
Loans, net of unearned income .............................      145,337           142,990
Allowance for loan losses .................................        1,015             1,028
                                                               ---------         ---------
  Net loans ...............................................    $ 144,322         $ 141,962
Premises and equipment ....................................        4,567             4,635
Accrued interest receivable ...............................          970               977
Other assets ..............................................        1,334             1,025
                                                               ---------         ---------
     TOTAL ASSETS .........................................    $ 217,641         $ 214,238
                                                               =========         =========


LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITIES
Deposits:
  Non-interest bearing ....................................    $  14,246         $  14,712
  Interest bearing ........................................      145,106           140,954
                                                               ---------         ---------
     Total Deposits .......................................    $ 159,352         $ 155,666
Short-term borrowings .....................................       19,599            19,781
Long-term borrowings ......................................       11,354            11,357
Accrued interest and other expenses .......................        1,320             1,382
Other liabilities .........................................           10                10
                                                               ---------         ---------
     TOTAL LIABILITIES ....................................    $ 191,635         $ 188,196
                                                               ---------         ---------


STOCKHOLDERS' EQUITY
Common stock, par value $1.25 per share; authorized
  5,000,000 shares; issued 1,318,030 shares in 2002 and
  1,326,172 shares in 2001 ................................    $   1,648         $   1,658
Surplus ...................................................        4,546             4,730
Retained earnings .........................................       19,914            19,579
Accumulated other comprehensive income (loss) .............         (102)               75
                                                               ---------         ---------
     TOTAL STOCKHOLDERS' EQUITY ...........................    $  26,006         $  26,042
                                                               ---------         ---------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...........    $ 217,641         $ 214,238
                                                               =========         =========
</TABLE>


          See accompanying notes to Consolidated Financial Statements.


                                       -1-



<PAGE>


CCFNB BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE DATA)
UNAUDITED

<TABLE>
<CAPTION>
                                                                      FOR THE THREE
                                                                      MONTHS ENDING
                                                                         MARCH 31,
                                                                ----------------------------
                                                                   2002              2001
                                                                ----------        ----------

<S>                                                             <C>               <C>
INTEREST INCOME
Interest and fees on loans:
  Taxable ..................................................    $    2,472        $    2,650
  Tax-exempt ...............................................            32                39
Interest and dividends on investment securities:
  Taxable interest .........................................           456               439
  Tax-exempt interest ......................................           206               194
  Dividends ................................................            16                21
Interest on federal funds sold .............................             3                19
Interest on deposits in other banks ........................            17               111
                                                                ----------        ----------
     TOTAL INTEREST INCOME .................................    $    3,202        $    3,473
                                                                ----------        ----------

INTEREST EXPENSE
Interest on deposits .......................................    $    1,169        $    1,419
Interest on short-term borrowings ..........................            83               254
Interest on long-term borrowings ...........................           168               200
                                                                ----------        ----------
     TOTAL INTEREST EXPENSE ................................    $    1,420        $    1,873
                                                                ----------        ----------

Net interest income ........................................    $    1,782        $    1,600
Provision for loan losses ..................................            24                 8
                                                                ----------        ----------
     NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ...    $    1,758        $    1,592
                                                                ----------        ----------

NON-INTEREST INCOME
Service charges and fees ...................................    $      162        $      144
Trust department income ....................................            48                49
Other income ...............................................            33                43
                                                                ----------        ----------
     TOTAL NON-INTEREST INCOME .............................    $      243        $      236
                                                                ----------        ----------

NON-INTEREST EXPENSES
Salaries and wages .........................................    $      534        $      517
Pensions and other employee benefits .......................           184               170
Occupancy expense, net .....................................            89                96
Furniture and equipment expense ............................           154               132
Other operating expenses ...................................           349               363
                                                                ----------        ----------
     TOTAL NON-INTEREST EXPENSES ...........................    $    1,310        $    1,278
                                                                ----------        ----------

Income before income taxes .................................    $      691        $      550
Income tax expense .........................................           159               119
                                                                ----------        ----------
     NET INCOME ............................................    $      532        $      431
                                                                ==========        ==========
PER SHARE DATA
Net income .................................................    $      .40        $      .32
Cash dividends .............................................    $      .15        $      .14
Weighted average shares outstanding ........................     1,320,694         1,345,006
</TABLE>



          See accompanying notes to Consolidated Financial Statements.




                                       -2-


<PAGE>
CCFNB BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
UNAUDITED

<TABLE>
<CAPTION>
                                                                           FOR THE THREE
                                                                           MONTHS ENDING
                                                                             MARCH 31,
                                                                     -------------------------
                                                                       2002             2001
                                                                     --------         --------

<S>                                                                  <C>              <C>
OPERATING ACTIVITIES
Net income ......................................................    $    532         $    431
Adjustments to reconcile net income to net cash provided by
 operating activities:
   Provision for loan losses ....................................          24                8
   Provision for depreciation and amortization ..................         126              110
   Premium amortization on investment securities ................          58               10
   Discount accretion on investment securities ..................          (6)              (4)
   Deferred income taxes (benefit) ..............................          (8)              (8)
   (Increase) in accrued interest receivable and other assets ...        (213)            (354)
   (Decrease) in accrued interest, other expenses and other
     liabilities ................................................         (62)             (34)
   Loss from investment in insurance agency .....................           8                0
                                                                     --------         --------
     NET CASH PROVIDED BY OPERATING ACTIVITIES ..................    $    459         $    159
                                                                     --------         --------

INVESTING ACTIVITIES
Proceeds from sales, maturities and redemptions of investment
  securities Available-for-Sale .................................    $  8,791         $  6,386
Purchase of investment securities Available-for-Sale ............      (5,000)          (5,178)
Net (increase) decrease in loans ................................      (2,384)             (40)
Purchases of premises and equipment .............................         (58)             (32)
                                                                     --------         --------
     NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ........    $  1,349         $  1,136
                                                                     --------         --------

FINANCING ACTIVITIES
Net increase (decrease) in deposits .............................    $  3,686         $  2,602
Net increase (decrease) in short-term borrowings ................        (182)          (1,835)
Net increase (decrease) in long-term borrowings .................          (3)              (2)
Proceeds from issuance of common stock ..........................          51               45
Acquisition of treasury stock ...................................        (245)             (58)
Cash dividends paid .............................................        (197)            (188)
                                                                     --------         --------
     NET CASH PROVIDED BY FINANCING ACTIVITIES ..................    $  3,110         $    564
                                                                     --------         --------
     INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...........    $  4,918         $  1,859

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................       8,518           12,663
                                                                     --------         --------
     CASH AND CASH EQUIVALENTS AT END OF PERIOD .................    $ 13,436         $ 14,522
                                                                     ========         ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
  Interest ......................................................    $  1,506         $  1,873
  Income taxes ..................................................    $     68         $     29
</TABLE>



          See accompanying notes to Consolidated Financial Statements.


                                       -3-


<PAGE>


CCFNB BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         The accounting and reporting policies of CCFNB Bancorp, Inc. and
         Subsidiary (the "Corporation") are in accordance with accounting
         principles generally accepted in the United States of America and
         conform to common practices within the banking industry. The more
         significant policies follow:

         PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of CCFNB
         Bancorp, Inc. and its wholly owned subsidiary, Columbia County Farmers
         National Bank (the "Bank") and all other equity interests. All
         significant inter-company balances and transactions have been
         eliminated in consolidation.

         NATURE OF OPERATIONS & LINES OF BUSINESS

         The Corporation provides full banking services, including trust
         services, through the Bank, to individuals and corporate customers. The
         Bank has six offices covering an area of approximately 484 square miles
         in Northeastern Pennsylvania. The Corporation and its banking
         subsidiary are subject to regulation of the Office of the Comptroller
         of the Currency, The Federal Deposit Insurance Corporation and the
         Federal Reserve Bank of Philadelphia.

         Procuring deposits and making loans are the major lines of business.
         The deposits are mainly deposits of individuals and small businesses
         and the loans are mainly real estate loans covering primary residences
         and small business enterprises. The trust services, under the name of
         CCFNB and Co., include administration of various estates, pension
         plans, self-directed IRA's and other services. A third-party brokerage
         arrangement is also resident in the main branch, namely Bloomsburg.
         This investment center offers a full line of stocks, bonds and other
         non-insured financial services.

         On December 19, 2000, the Corporation became a Financial Holding
         Company by having filed an election to do so with the Federal Reserve
         Board. The Bancorp acquired a 50% interest in a local insurance agency
         during January 2001.

         USE OF ESTIMATES

         The preparation of these consolidated financial statements in
         conformity with accounting principles generally accepted in the United
         States of America requires management to make estimates and assumptions
         that affect the reported amounts of assets and liabilities and
         disclosure of contingent assets and liabilities at the date of these
         consolidated financial statements and the reported amounts of income
         and expenses during the reporting periods. Actual results could differ
         from those estimates.




                                       -4-

<PAGE>





         INVESTMENT SECURITIES

         The Corporation classifies its investment securities as either
         "Held-to-Maturity" or "Available-for-Sale" at the time of purchase.
         Debt securities are classified as Held-to-Maturity when the Corporation
         has the ability and positive intent to hold the securities to maturity.
         Investment securities Held-to-Maturity are carried at cost adjusted for
         amortization of premiums and accretion of discounts to maturity.

         Debt securities not classified as Held-to-Maturity and equity
         securities included in the Available-for-Sale category, are carried at
         fair value, and the amount of any unrealized gain or loss net of the
         effect of deferred income taxes is reported as a component of
         Stockholders' Equity. Management's decision to sell Available-for-Sale
         securities is based on changes in economic conditions controlling the
         sources and uses of funds, terms, availability of and yield of
         alternative investments, interest rate risk, and the need for
         liquidity.

         The cost of debt securities classified as Held-to-Maturity or
         Available-for-Sale is adjusted for amortization of premiums and
         accretion of discounts to maturity. Such amortization and accretion, as
         well as interest and dividends, is included in interest income from
         investments. Realized gains and losses are included in net investment
         securities gains. The cost of investment securities sold, redeemed or
         matured is based on the specific identification method.

         LOANS

         Loans are stated at their outstanding principal balances, net of
         deferred fees or costs, unearned income, and the allowance for loan
         losses. Interest on loans is accrued on the principal amount
         outstanding, primarily on an actual day basis. Non-refundable loan fees
         and certain direct costs are deferred and amortized over the life of
         the loans using the interest method. The amortization is reflected as
         an interest yield adjustment, and the deferred portion of the net fees
         and costs is reflected as a part of the loan balance.

         Non-Accrual Loans - Generally, a loan is classified as non-accrual,
         with the accrual of interest on such a loan discontinued when the
         contractual payment of principal or interest has become 90 days past
         due or management has serious doubts about further collectibility of
         principal or interest, even though the loan currently is performing. A
         loan may remain on accrual status if it is in the process of collection
         and is either guaranteed or well secured. When a loan is placed on
         non-accrual status, unpaid interest credited to income in the current
         year is reversed, and unpaid interest accrued in prior years is charged
         against the allowance for credit losses. Certain non-accrual loans may
         continue to perform, that is, payments are still being received with
         those payments generally applied to principal. Non-accrual loans remain
         under constant scrutiny and if performance continues, interest income
         may be recorded on a cash basis based on management's judgement as to
         collectibility of principal.





                                       -5-

<PAGE>






         Allowance for Loan Losses - The allowance for loan losses is
         established through provisions for loan losses charged against income.
         Loans deemed to be uncollectible are charged against the allowance for
         loan losses, and subsequent recoveries, if any, are credited to the
         allowance.

         A factor in estimating the allowance for loan losses is the measurement
         of impaired loans. A loan is considered impaired when, based on current
         information and events, it is probable that the Corporation will be
         unable to collect all amounts due according to the contractual terms of
         the loan agreement. Under current accounting standards, the allowance
         for loan losses related to impaired loans is based on discounted cash
         flows using the loan's effective interest rate or the fair value of the
         collateral for certain collateral dependent loans.

         The allowance for loan losses is maintained at a level established by
         management to be adequate to absorb estimated potential loan losses.
         Management's periodic evaluation of the adequacy of the allowance for
         loan losses is based on the Corporation's past loan loss experience,
         known and inherent risks in the portfolio, adverse situations that may
         affect the borrower's ability to repay (including the timing of future
         payments), the estimated value of any underlying collateral,
         composition of the loan portfolio, current economic conditions, and
         other relevant factors. This evaluation is inherently subjective as it
         requires material estimates, including the amounts and timing of future
         cash flows expected to be received on impaired loans that may be
         susceptible to significant change.

         PREMISES AND EQUIPMENT

         Premises and equipment are stated at cost less accumulated depreciation
         computed principally on the straight-line method over the estimated
         useful lives of the assets. Maintenance and minor repairs are charged
         to operations as incurred. The cost and accumulated depreciation of the
         premises and equipment retired or sold are eliminated from the property
         accounts at the time of retirement or sale, and the resulting gain or
         loss is reflected in current operations.

         OTHER REAL ESTATE OWNED

         Other real estate owned is comprised of property acquired through a
         foreclosure proceeding or acceptance of a deed-in-lieu of foreclosure
         and loans classified as in-substance foreclosure. In accordance with
         Statement of Financial Accounting Standards (SFAS) No. 114, a loan is
         classified as in-substance foreclosure when the Corporation has taken
         possession of the collateral regardless of whether formal foreclosure
         proceedings take place. Other real estate owned is recorded at fair
         value at the date of foreclosure, establishing a new cost basis and is
         included in other assets. After foreclosure, valuations are
         periodically performed by management, and the real estate is carried at
         the lower of (1) cost or (2) fair value minus estimated costs to sell.
         Income and expenses from operations of other real estate owned and
         changes in the valuation allowance are included in other non-interest
         income and expense.




                                       -6-

<PAGE>






         INVESTMENT IN INSURANCE AGENCY

         On January 2, 2001, the Corporation acquired a 50% interest in a local
         insurance agency, a corporation organized under the laws of the
         Commonwealth of Pennsylvania. The income or loss from this investment
         is accounted for under the equity method of accounting. The carrying
         value of this investment was $157,003 and $165,352 at March 31, 2002
         and December 31, 2001, respectively.

         INCOME TAXES

         The provision for income taxes is based on the results of operations,
         adjusted primarily for tax-exempt income. Certain items of income and
         expense are reported in different periods for financial reporting and
         tax return purposes. Deferred tax assets and liabilities are determined
         based on the differences between the consolidated financial statement
         and income tax bases of assets and liabilities measured by using the
         enacted tax rates and laws expected to be in effect when the timing
         differences are expected to reverse. Deferred tax expense or benefit is
         based on the difference between deferred tax asset or liability from
         period to period.

         PER SHARE DATA

         Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings
         Per Share", requires dual presentation of basic and diluted earnings
         per share. Basic earnings per share is calculated by dividing net
         income by the weighted average number of shares of common stock
         outstanding at the end of each period. Diluted earnings per share is
         calculated by increasing the denominator for the assumed conversion of
         all potentially dilutive securities. The Corporation does not have any
         securities which have or will have a dilutive effect, accordingly,
         basic and diluted per share data is the same.

         CASH FLOW INFORMATION

         For purposes of reporting consolidated cash flows, cash and cash
         equivalents include cash on hand and due from banks, interest-bearing
         deposits in other banks and federal funds sold. The Corporation
         considers cash classified as interest-bearing deposits with other banks
         as a cash equivalent because they are represented by cash accounts
         essentially on a demand basis. Federal funds are also included as a
         cash equivalent because they are generally purchased and sold for
         one-day periods.

         TRUST ASSETS AND INCOME

         Property held by the Corporation in a fiduciary or agency capacity for
         its customers is not included in the accompanying consolidated
         financial statements because such items are not assets of the
         Corporation. Trust Department income is generally recognized on a cash
         basis and is not materially different than if it was reported on an
         accrual basis.






                                       -7-

<PAGE>






         SEGMENT REPORTING

         The Corporation's banking subsidiary acts as an independent community
         financial services provider, and offers traditional banking and related
         financial services to individual, business and government customers.
         Through its branch, internet banking, telephone and automated teller
         machine network, the Bank offers a full array of commercial and retail
         financial services, including the taking of time, savings and demand
         deposits; the making of commercial, consumer and mortgage loans; and
         the providing of other financial services. The Bank also performs
         personal, corporate, pension and fiduciary services through its Trust
         Department as well as offering diverse investment products through its
         investment center.

         Management does not separately allocate expenses, including the cost of
         funding loan demand, between the commercial, retail, trust and
         investment center operations of the Corporation. As such, discrete
         financial information is not available and segment reporting would not
         be meaningful.

         RECENT ACCOUNTING PRONOUNCEMENTS

         Statement of Financial Accounting Standards (SFAS) No. 140, "Accounting
         for Transfers and Servicing of Financial Assets and Extinguishment of
         Liabilities", is generally effective for transactions occurring after
         March 31, 2001. For recognition and reclassification of collateral and
         for disclosure related to securitization transactions and collateral,
         the effective date is for fiscal years ending after December 15, 2000.
         SFAS No. 140 replaces SFAS No. 125 and provides revisions to the
         standards for accounting and requirements for certain disclosures
         relating to securitizations and other transfers of financial assets.
         The standard is not expected to have a significant impact on the
         Corporation's consolidated financial condition or results of
         operations.

         RECLASSIFICATION

         Certain amounts in the consolidated financial statements of the prior
         years have been reclassified to conform with presentation used in the
         2002 consolidated financial statements. Such reclassifications had no
         effect on the Corporation's consolidated financial condition or net
         income.


NOTE 2 - ALLOWANCE FOR LOAN LOSSES

         Changes in the allowance for loan losses for the periods ended March
         31, 2002 and March 31, 2001 were as follows: (Amounts in Thousands)
         2002 2001

<TABLE>
                                                   (Amounts in Thousands)
                                                  -------------------------
                                                     2002              2001
                                                  -------           -------
<S>                                               <C>               <C>
         Balance, beginning of year .........     $ 1,028           $ 1,008
         Provision charged to operations ....          24                 8
         Loans charged-off ..................         (53)              (15)
         Recoveries .........................          16                 7
                                                  -------           -------
         Balance, March 31 ..................     $ 1,015           $ 1,008
                                                  =======           =======
</TABLE>


                                       -8-

<PAGE>





         At March 31, 2002 the recorded investment in loans that are considered
         to be impaired as defined by SFAS No. 114 was $56,805. No additional
         charge to operations was required to provide for the impaired loans
         since the total allowance for loan losses is estimated by management to
         be adequate to provide for the loan loss allowance required by SFAS No.
         114 along with any other potential losses.

         At March 31, 2002, there were no significant commitments to lend
         additional funds with respect to non-accrual and restructured loans.


NOTE 3 - SHORT-TERM BORROWINGS

         Federal funds purchased, securities sold under agreements to
         repurchase, and Federal Home Loan Bank advances generally represented
         overnight or less than 30-day borrowings. U.S. Treasury tax and loan
         notes for collections made by the Bank were payable on demand.


NOTE 4 - LONG-TERM BORROWINGS

         Long-term borrowings are comprised of advances from the Federal Home
         Loan Bank.


NOTE 5 - STOCKHOLDERS' EQUITY

         Changes in stockholders' equity for the period ended March 31, 2002
         were as follows:

<TABLE>
<CAPTION>
                                                             (AMOUNTS IN THOUSANDS, EXCEPT COMMON SHARE DATA)
                                        -----------------------------------------------------------------------------------------
                                                                                                  ACCUMULATED
                                                                                                    OTHER
                                                                        COMPREHENSIVE            COMPREHENSIVE
                                         COMMON       COMMON               INCOME      RETAINED     INCOME       TREASURY
                                         SHARES       STOCK     SURPLUS    (LOSS)      EARNINGS     (LOSS)        STOCK     TOTAL
                                        ---------     ------    ------- -------------  --------  -------------   --------   -----

<S>                                     <C>          <C>        <C>        <C>         <C>         <C>         <C>         <C>
Balance at January 1, 2001 ........     1,326,172    $ 1,658    $ 4,730    $      0    $ 19,579    $     75    $      0    $ 26,042
Comprehensive Income:
 Net income .......................             0          0          0         532         532           0           0         532
 Change in unrealized gain (loss)
  on investment securities
  available-for-sale net of
  reclassification adjustment
  and tax effects .................             0          0          0        (177)          0        (177)          0        (177)
                                                                           --------
  TOTAL COMPREHENSIVE INCOME (LOSS)                                        $    355
                                                                           ========

Issuance of 2,258 shares of common
  stock under dividend reinvestment
  and stock purchase plans ........         2,358          3         48                       0           0           0          51
Purchase of 10,500 shares of
  treasury stock ..................             0          0          0                       0           0        (245)       (245)
Retirement of 10,500 shares of
  treasury stock ..................       (10,500)       (13)      (232)                      0           0         245           0
Cash dividends $.15 per share .....             0          0          0                    (197)          0           0        (197)
                                        ---------    -------    -------                --------    --------       -----    --------
Balance at March 31, 2002 .........     1,318,030    $ 1,648    $ 4,546                $ 19,914    $   (102)      $   0    $ 26,006
                                        =========    =======    =======                ========    ========       =====    ========
</TABLE>


                                       -9-

<PAGE>





NOTE 6 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF
         CREDIT RISK

         The Corporation is a party to financial instruments with off-balance
         sheet risk in the normal course of business to meet the financing needs
         of its customers. These financial instruments include commitments to
         extend credit, standby letters of credit and commercial letters of
         credit. Those instruments involve, to varying degrees, elements of
         credit and interest rate risk in excess of the amount recognized in the
         consolidated balance sheets. The contract or notional amounts of those
         instruments reflect the extent of involvement the Corporation has in
         particular classes of financial instruments. The Corporation does not
         engage in trading activities with respect to any of its financial
         instruments with off-balance sheet risk.

         The Corporation may require collateral or other security to support
         financial instruments with off-balance sheet credit risk. The contract
         or notional amounts at March 31, 2002 and December 31, 2001 were as
         follows:

<TABLE>
<CAPTION>
                                                                      (Amounts in Thousands)
                                                                      ----------------------
                                                                       MARCH         DECEMBER
                                                                      31, 2002       31, 2001
                                                                      --------       --------
<S>                                                                    <C>            <C>
         Financial instruments whose contract amounts represent
          credit risk:
           Commitments to extend credit ...........................    $12,469        $11,842
           Financial standby letters of credit ....................      1,844          2,348
           Performance standby letters of credit ..................          4             15
           Dealer floor plans .....................................      2,210          1,884
</TABLE>

         Commitments to extend credit are agreements to lend to a customer as
         long as there is no violation of any condition established in the
         contract. Commitments generally have fixed expiration dates or other
         termination clauses and may require payment of a fee. Because many of
         the commitments are expected to expire without being drawn upon, the
         total commitment amounts do not necessarily represent future cash
         requirements. The Corporation evaluates each customer's
         creditworthiness on a case-by-case basis. The amount of collateral
         obtained, if deemed necessary by the Corporation upon extension of
         credit, is based on management's credit evaluation of the
         counter-party. Collateral held varies but may include accounts
         receivable, inventory, property, plant, equipment and income-producing
         commercial properties.

         Standby letters of credit and commercial letters of credit are
         conditional commitments issued by the Corporation to guarantee the
         performance of a customer to a third party. The credit risk involved in
         issuing letters of credit is essentially the same as that involved in
         extending loan facilities to customers. The Corporation holds
         collateral supporting those commitments for which collateral is deemed
         necessary.

         The Corporation's exposure to credit loss in the event of
         nonperformance by the other party to the financial instrument for
         commitments to extend credit and letters of credit is represented by
         the contractual notional amount of those instruments. The Corporation
         uses the same credit policies in making commitments and conditional
         obligations, as it does for on-balance sheet instruments.



                                      -10-

<PAGE>






         The Corporation granted commercial, consumer and residential loans to
         customers within Pennsylvania. Of the total loan portfolio at March 31,
         2002, 82.4% was for real estate loans, principally residential. It was
         the opinion of management that the high concentration did not pose an
         adverse credit risk. Further, it was management's opinion that the
         remainder of the loan portfolio was balanced and diversified to the
         extent necessary to avoid any significant concentration of credit.



NOTE 7 - MANAGEMENT'S ASSERTIONS AND COMMENTS REQUIRED TO BE PROVIDED WITH FORM
         10Q FILING

         In management's opinion, the consolidated interim financial statements
         reflect fair presentation of the consolidated financial position of
         CCFNB Bancorp, Inc. and Subsidiary, and the results of their operations
         and their cash flows for the interim periods presented. Further, the
         consolidated interim financial statements are unaudited however they
         reflect all adjustments, which are in the opinion of management,
         necessary to present fairly the consolidated financial condition and
         consolidated results of operations and cash flows for the interim
         periods presented and that all such adjustments to the consolidated
         financial statements are of a normal recurring nature.

         The results of operations for the three-month period ended March 31,
         2002, are not necessarily indicative of the results to be expected for
         the full year.

         These consolidated interim financial statements have been prepared in
         accordance with requirements of Form 10Q and therefore do not include
         all disclosures normally required by accounting principles generally
         accepted in the United States of America applicable to financial
         institutions as included with consolidated financial statements
         included in the Corporation's annual Form 10K filing. The reader of
         these consolidated interim financial statements may wish to refer to
         the Corporation's annual report or Form 10K for the period ended
         December 31, 2001, filed with the Securities and Exchange Commission.




















                                      -11-







<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Board of Directors and Stockholders of CCFNB Bancorp, Inc.:


We have reviewed the accompanying consolidated balance sheet of CCFNB Bancorp,
Inc. and Subsidiary as of March 31, 2002, and the related consolidated
statements of income and cash flows for the three-month periods ended March 31,
2002 and 2001. These consolidated financial statements are the responsibility of
the management of CCFNB Bancorp, Inc. and Subsidiary.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United
States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
CCFNB Bancorp, Inc. and Subsidiary as of March 31, 2002, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
year then ended (not presented herein); and in our report dated January 18,
2002, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
consolidated balance sheet as of December 31, 2001, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.







J.H. Williams & Co., LLP
Kingston, Pennsylvania
April 19, 2002







                                      -12-


<PAGE>




                               CCFNB BANCORP, INC.
                                    FORM 10-Q
                        FOR THE QUARTER ENDED MARCH 2002


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

Consolidated Summary of Operations
(Dollars in Thousands, except for per share data)

<TABLE>
<CAPTION>
                                               At and For the
                                                Three Months
                                               Ended March 31,                   At and For the Years Ended December 31,
                                              -----------------         --------------------------------------------------------
                                              2002         2001         2001         2000         1999         1998         1997
                                              ----         ----         ----         ----         ----         ----         ----
<S>                                        <C>          <C>          <C>          <C>          <C>          <C>          <C>
Income and Expense:
    Interest income .....................  $    3,202   $    3,473   $   13,720   $   13,552   $   12,669   $   12,444   $   12,498
    Interest expense ....................       1,420        1,873        6,924        6,859        6,099        6,072        5,976
                                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
    Net interest income .................       1,782        1,600        6,796        6,693        6,570        6,372        6,522
    Loan loss provision .................          24            8          163           54           78           78           60
                                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
    Net interest income after loan loss
     Provision ..........................       1,758        1,592        6,633        6,639        6,492        6,294        6,462
    Non-interest income .................         243          236        1,149        1,053        1,050          981          804
    Non-interest expense ................       1,310        1,278        5,104        4,967        4,818        4,739        4,492
                                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
    Income before income taxes ..........         691          550        2,678        2,725        2,724        2,536        2,774
    Income taxes ........................         159          119          621          671          685          634          749
                                           ----------   ----------   ----------   ----------   ----------   ----------   ----------
    Net income ..........................  $      532   $      431   $    2,057   $    2,054   $    2,039   $    1,902   $    2,025
                                           ==========   ==========   ==========   ==========   ==========   ==========   ==========
Per Share: (1)
    Net income ..........................  $      .40   $      .32   $     1.54   $     1.51   $     1.48   $     1.38   $     1.47
    Cash dividends paid .................         .15          .14          .59          .56          .51          .46          .46
    Average shares outstanding ..........   1,320,694    1,345,006    1,338,007    1,355,624    1,375,572    1,378,339    1,381,800
Average Balance Sheet:
    Loans ...............................  $  143,568   $  137,170   $  139,219   $  134,325   $  123,185   $  116,490   $  116,771
    Investments .........................      55,067       45,309       50,593       47,003       49,827       45,878       41,671
    Other earning assets ................       4,462        9,561        6,569          219        1,638        3,890        2,736
    Total assets ........................     215,940      203,405      208,630      196,727      186,597      177,643      171,159
    Deposits ............................     157,509      143,493      149,601      139,774      138,963      131,366      129,054
    Other interest-bearing liabilities ..      30,939       33,199       31.629       31,203       23,458       22,660       20,198
    Stockholders' equity ................      26,024       25,344       25,890       23,910       22,874       22,264       20,690
Balance Sheet Data:
    Loans ...............................  $  145,337   $  137,392   $  142,990   $  137,360   $  134,423   $  118,558   $  119,045
    Investments .........................      53,012       45,486       57,121       47,311       49,104       48,151       43,862
    Other earning assets ................       7,037        9,925        2,312        4,814        1,343        5,133        1,708
    Total assets ........................     217,641      204,426      214,238      203,054      196,122      185,258      173,866
    Deposits ............................     159,352      145,771      142,990      143,169      138,606      137,679      127,719
    Other interest-bearing liabilities ..      30,953       31,639       31,384       33,477       33,224       22,709       22,802
    Stockholders' equity ................      26,006       25,618       26,042       25,050       23,047       23,480       22,105
Ratios: (2)
    Return on average assets ............         .99%         .85%         .99%        1.04%        1.09%        1.07%        1.18%
    Return on average equity ............        8.18%        6.81%        7.92%        8.59%        8.91%        8.54%        9.79%
    Dividend payout ratio ...............       37.03%       45.01%       38.31%       36.89%       34.09%       33.59%       31.65%
    Average equity to average assets
     ratio ..............................       12.05%       12.45%       12.16%       12.34%       11.75%       12.53%       12.09%
</TABLE>

(1)      Per share data has been calculated on the weighted average number of
         shares outstanding.

(2)      The ratios for the three month period ending March 31, 2002 and 2001
         are annualized.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Form 10-Q, both in the MD & A and elsewhere, contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements are not historical facts and include expressions about our
confidence and strategies and our expectations about new and existing programs
and products, relationships, opportunities, technology and market conditions.
These statements may be identified by such forward-looking terminology as
"expect," "look," "believe," "anticipate," "may," "will," or similar statements
or variations of such terms. Such forward-looking statements involve certain
risks and uncertainties. These include, but are not limited to, the direction of
interest rates, continued levels of loan quality and origination volume,
continued relationships with major customers, and sources for loans, as well as
the effects of economic conditions and legal and regulatory barriers and
structure. Actual results may differ materially from such forward-looking
statements. We assume no obligation for updating any such forward-looking
statement at any time. Our consolidated financial condition and results of
operations are essentially those of our wholly-owned subsidiary bank, Columbia
County Farmers National Bank. Therefore, our discussion and analysis that
follows is primarily centered on the performance of this bank.

EARNINGS SUMMARY

Net income for the three months ended March 31, 2002 was $532 thousand or $.40
per basic and diluted share. These results compare with net income of $431
thousand, or $.32 per basic and diluted share for the same period in 2001.
Annualized return on average equity increased to 8.18 percent from 6.81 percent,
while the annualized return on average assets increased to .99 percent from .85
percent, for the three months ended March 31, 2002 and 2001 respectively.



                                       13
<PAGE>


Net interest income continues to be the largest source of our operating income.
Net interest income on a tax equivalent basis increased to $1.9 million at March
31, 2002, compared with $1.7 million for the three months ended March 31, 2001.
The increase in net interest income is primarily due to the decreased interest
rates on deposits "catching up" with the decreased loan rates of the past
eighteen months. The tax equavilized interest margin increased to 3.73 percent
for the three months ended March 31, 2002, compared to 3.56 percent for the
three months ended March 31, 2001.

Average interest earning assets increased $11.0 million or 5.7 percent for the
three months ended March 31, 2002 over the same period in 2001. This was mainly
the result of the increases in average balances of loans of $6.4 million or 4.7
percent and investments of $9.8 million or 21.6 percent. Conversly, one day
investments declined $4.0 million.

Average interest bearing liabilities for the three months ended March 31, 2002
increased $10.2 million or 6.2 percent from the same period in 2001. Average
short-term borrowings were 19.6 million at March 31, 2002 and 19.8 million at
March 31, 2001. Long-term debt, which includes primarily FHLB advances,
decreased $2.0 million from March 31, 2002 to March 31, 2001 due to the payoff
of one long term loan for $2 million. Average demand deposits increased $1.5
million from 2001 balances.

The average interest rate on total interest earning assets was 6.27 percent for
the three months ended March 31, 2002, compared with 7.19 percent for the three
months ended March 31, 2001. The average interest rate for loans decreased 21
basis points to 6.98 percentat March 31, 2002 compared to 7.19 percent March
31, 2001. Interest-bearing deposits with other Financial Institutions interest
rates decreased drastically 3.90 basis points to 1.52 percent from 5.42 percent
at March 31, 2001. Average interest rates on deposits decreased by 108 basis
point to 3.27 percent from 4.35 percent one year ago. Average interest rates
also decreased on total interest bearing liabilities by 132 basis points to 3.26
percent from 4.58 percent. The reason for these decreases on interest bearing
liabilities was primarily attributed to the decreasing rates on all deposit
liabilities and the tied-to-prime interest rates paid on repurchase agreements
with large customers. The net interest margin increased to 3.73 percent for the
three months ended March 31, 2002 from 3.56 percent for the three months ended
March 31, 2001.

NET INTEREST INCOME

Net interest income increased to $1.8 million for the three months ended March
31, 2002 compared to $1.6 million for the same period in 2001.

The following table reflects the components of net interest income for each of
the three months ended March 31, 2002 and 2001.











                                       14
<PAGE>



           ANALYSIS OF AVERAGE ASSETS, LIABILITIES AND CAPITAL EQUITY
                                       AND
                  NET INTEREST INCOME ON A TAX EQUIVALENT BASIS

AVERAGE BALANCE SHEET AND RATE ANALYSIS
(Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                                Three Months Ended March 31, 2002 and 2001
                                                                  ------------------------------------------------------------------
                                                                               Interest    Average                Interest   Average
                                                                  Average      Income /    Yield /    Average     Income /   Yield /
                                                                  Balance      Expense      Rate      Balance     Expense     Rate
                                                                  -------      --------    -------    -------     --------   -------
                                                                    (1)          (2)                    (1)         (2)

<S>                                                               <C>           <C>         <C>       <C>          <C>        <C>
ASSETS:
Interest-bearing deposits with other financial institutions..     $  4,462      $   17      1.52%     $  8,189     $  111     5.42%
Investment securities (3)....................................       55,067         678      4.92%       45,309        654     6.36%
Federal funds sold...........................................        1,067           3      1.12%        1,372         19     5.54%
Loans   .....................................................      143,568       2,504      6.98%      137,170      2,689     7.19%
                                                                  --------      ------      ----      --------     ------     ----


Total interest earning assets................................     $204,164      $3,202      6.27%     $193,166     $3,473     7.19%
                                                                  --------      ------      ----      --------     ------     ----

Reserve for loan losses......................................      (1,022)                             (1,008)
Cash and due from banks......................................        2,291                               2,278
Other assets.................................................       10,507                               8,969
                                                                    ------                               -----

Total assets.................................................     $215,940                            $203,405
                                                                  ========                            ========

LIABILITIES AND CAPITAL:
Interest bearing deposits....................................     $143,030      $1,169      3.27%     $130,521    $ 1,419     4.35%
Short-term borrowings........................................       19,583          83      1.70%       19,833        254     5.13%
Long-term borrowings.........................................       11,356         168      5.92%       13,366        200     5.99%
                                                                  --------      ------      ----      --------     ------     ----

Total interest-bearing liabilities...........................     $173,969      $1,420      3.26%     $163,720    $ 1,873     4.58%
                                                                  --------      ------      ----      --------     ------     ----

Demand deposits..............................................     $ 14,479                            $ 12,972
Other liabilities............................................        1,468                               1,379
Stockholders' equity.........................................       26,024                              25,334
                                                                  --------                            --------

Total liabilities and capital................................     $215,940                            $203,405
                                                                  --------                            --------

NET INTEREST INCOME /                                                           $1,782      3.49%                 $1,600     3.31%
 NET INTEREST MARGIN (4).....................................

TAX EQUIVALENT NET INTEREST INCOME /                                            $1,905      3.73%                 $1,719     3.56%
 NET INTEREST MARGIN (5).....................................
</TABLE>

(1)      Average volume information was computed using daily averages.

(2)      Interest on loans includes fee income.

(3)      Yield on tax-exempt obligations has been computed on a tax-equivalent
         basis.

(4)      Net interest margin is computed by dividing net interest income by
         total interest earning assets.

(5)      Interest and yield are presented on a tax-equivalent basis using 34
         percent for 2002 and 2001.








                                       15
<PAGE>





The following table demonstrates the relative impact on net interest income of
changes in volume of interest earnings assets and interest bearing liabilities
and changes in rates earned and paid by us on such assets and liabilities.

             CHANGE IN NET INTEREST INCOME ON A TAX EQUIVALENT BASIS

<TABLE>
<CAPTION>
                                                                     Three Months Ended March 31, 2002
                                                                            Compared with 2001
                                                                          Increase (Decrease) (2)
                                                                     ----------------------------------
                                                                     Volume         Rate          Total
                                                                     ------         -----         -----
                                                                               (in thousands)
<S>                                                                  <C>           <C>           <C>
Interest income:
         Loans (1) ...............................................   $   460       $  (288)      $   172
         Investments .............................................       547          (313)          234
         Federal funds sold and other short-term investments .....       (17)          (61)          (78)

Interest expense:
         Deposits ................................................   $   544       $(1,410)      $  (866)
         Short-term borrowings ...................................       (13)         (680)         (693)
         Long-term debt ..........................................      (120)           (9)         (129)

Net: .............................................................   $   579       $ 1,437       $ 2,016
</TABLE>

(1)      Interest income is adjusted to a tax equivalent basis using a 34
         percent tax rate.

(2)      Variances resulting from a combination of changes in volume and rates
         are allocated to the categories in proportion to the absolute dollar
         amounts of the change in each category.

Average interest earning assets at March 31, 2002 increased by 5.7 percent over
March 31, 2001 to $204.2 million from $193.2 million.

Average loans outstanding increased from $137.2 million to $143.6 million or 4.7
percent for the three months ended March 31, 2002, as compared to the three
months ended March 31, 2001.

The outstanding balance of loans at March 31, 2002 was $145.3 million compared
to $143.0 million at December 31, 2001.

Interest income from investment securities reflected $678 thousand and $654
thousand for the three months ended March 31, 2002 and 2001. The average balance
of investment securities for the three months ended March 31, 2002 increased
21.6 percent to $55.1 million, compared to the $45.3 million for the same period
of 2001.

Total interest expense decreased $.5 million or 26.3 percent for the first three
months of 2002 as compared to the first three months of 2001. The cost of
interest bearing liabilities decreased on an average yield basis from 4.58
percent through March 2002 compared to 3.26 percent through March 2001. The
average yield on interest earning assets decreased from 7.19 percent to 6.27
percent through March 2002 and 2001, respectively.

Average short-term borrowings decreased $.2 million from $19.8 million at March
31, 2001 from $19.6 million at March 31, 2002.

Long-term borrowings from Federal Home Loan Bank decreased from an average $13.4
million at March 31, 2002 to $11.4 million at March 31, 2001 $2 million of
long-term debt was repaid during the second quarter of 2001.

NON-INTEREST INCOME

The following table presents the components of non-interest income for the three
months ended March 31, 2002 and 2001.

<TABLE>
<CAPTION>
                                         Three Months Ended
                                              March 31,
                                            (In thousands)
                                         ------------------
                                         2000          2001
                                         ----          ----

<S>                                      <C>           <C>
Service charges and fees ...........     $162          $144
Trust Department income ............       48            49
Investment securities gain - net ...        0             0
Third party brokerage income .......       24            21
Other ..............................        9            22
                                         ----          ----
         Total .....................     $243          $236
                                         ====          ====
</TABLE>


Non-interest income continues to represent a considerable source of our income.
We are committed to increasing non-interest income. Increases will be from our
existing sources of non-interest income and any new opportunities that may
develop. For the three months ended March 31, 2002, total non-interest income
increased $7 thousand to $243 thousand or 3.0 percent, compared to $236 thousand
for the three months period ended March 31, 2001. Service charges and fees
increased $18 thousand from $144 thousand at March 31, 2002 to $162 thousand or
12.5 percent at March 31, 2001. Trust Department income decreased from $49
thousand at March 31, 2002 to $48 thousand or 2.0 percent at March 31, 2001.
Third party brokerage income reflected a $3 thousand increase or 14.3 percent
comparing March 31, 2002 to March 31, 2001. Income from this source is dependent
upon the investment climate.

Other non-interest income decreased from $22 thousand at March 31, 2001 to $9
thousand or 59.1 percent at March 31, 2002. This decrease was attributable to a
change in accounting for loan and credit report fees.



                                       16
<PAGE>



NON-INTEREST EXPENSE

The following table presents the components of non-interest expense for the
three months ended March 31, 2002 and 2001.

<TABLE>
<CAPTION>
                                         Three Months Ended
                                              March 31,
                                        ---------------------
                                         2002           2001
                                        ------         ------
                                        (Dollars in Thousands)

<S>                                     <C>            <C>
Salaries and wages .................    $  534         $  517
Employee benefits ..................       184            170
Net occupancy expense ..............        89             96
Furniture and equipment expense ....       154            132
State shares tax ...................        84             77
Other expense ......................       265            286
                                        ------         ------

         Total .....................    $1,310         $1,278
                                        ======         ======
</TABLE>

Non-interest expense remained constant at $1.3 million at March 31, 2002 and
2001.

Generally, non-interest expense accounts for the cost of maintaining facilities;
providing salaries and benefits to employees; and paying for insurance,
supplies, advertising, data processing services, taxes and other related
expenses. Some of the costs and expenses are variable while others are fixed. To
the extent possible, we utilize budgets and related measures to control variable
expenses.

Salaries remained at $.5 million at March 31, 2002 and 2001. A 8.2 percent
increase was reflected in employee benefits from $170 thousand at March 31,
2002, to $184 thousand at March 31, 2001. Increased cost of employee benefits,
specifically health coverage, accounted for the increase in employee benefits.

Occupancy expense and furniture and equipment expense reflects a $15 thousand or
6.6 percent increase for the first three months of 2002 compared to the first
three months of 2001. This was increased depreciation expense as a result of
projected hardware and software purchases in 2002 of $300,000.

Pennsylvania Bank Shares Tax increased 9.1 percent from $7 thousand at March 31,
2002 to $84 thousand at March 31, 2001.

Other expenses decreased 7.3 percent from $286 thousand at March 31, 2001 to
$265 thousand at March 31, 2002. An offset of a previous other income account to
Credit Reports expense is a large part of this decrease.

The efficiency ratio measures a bank's gross operating expense as a percentage
of fully-taxable equivalent net interest income and other non-interest income
without taking into account security gains and losses and other non-recurring
items. Our efficiency ratio for the three months ended March 31, 2002 was 60.99
percent, compared with an efficiency ratio of 62.44 percent for the year ended
December 31, 2001. We strive to control our efficiency ratio and expenses as a
means of producing increased earnings for our shareholders and constantly look
for ways to lower our efficiency ratio. Our peer-group of commercial banks
reflects a ratio of 63.99 percent.

INCOME TAXES

Income tax expense as a percentage of pre-tax income was 23.0 percent for the
three months ended March 31, 2002 compared with 21.6 percent for the same period
in 2001. The effective tax rate for 2002 is expected to approximate 34 percent.

ASSET / LIABILITY MANAGEMENT

INTEREST RATE SENSITIVITY

Our success is largely dependent upon our ability to manage interest rate risk.
Interest rate risk can be defined as the exposure of our net interest income to
the movement in interest rates. We do not currently use derivatives to manage
market and interest rate risks. Our interest rate risk management is the
responsibility of the Asset / Liability Management Committee ("ALCO"), which
reports to the Board of Directors. ALCO establishes policies that monitor and
coordinate our sources, uses and pricing of funds as well as interest-earning
asset pricing and volume.

We use a simulation model to analyze net interest income sensitivity to
movements in interest rates. The simulation model projects net interest income
based on various interest rate scenarios over a 12 and 24 month period. The
model is based on the actual maturity and repricing characteristics of rate
sensitive assets and liabilities. The model incorporates assumptions regarding
the impact of changing interest rates on the prepayment rates of certain assets
and liabilities. In the current stagnant interest rate environment, our net
interest income is not expected to change materially.

LIQUIDITY

Liquidity measures the ability to satisfy current and future cash flow needs as
they become due. Maintaining a level of liquid funds through asset / liability
management seeks to ensure that these needs are met at a reasonable cost. On the
asset side, liquid funds are maintained in the form of cash and due from banks,
federal funds sold, investment securities maturing within one year, and security
and loan payments. Liquid assets amounted to $110.7 million and $101.3 million
at March 31, 2002 and December 31, 2001, respectively. This represents 53.9
percent and 50.0 percent of earning assets, and 50.9 percent and 47.3 percent of
total assets at March 31, 2002 and December 31, 2001, respectively.

On the liability side, the primary source of funds available to meet liquidity
needs is our core deposit base, which generally excludes certificates of deposit
over $100 thousand. Core deposits averaged approximately $131.9 million for the
three months ended March 31, 2002 and $116.9 million for the year ended December
31, 2001, representing 64.6 percent and 59.5 percent of average earning assets.
Short-term and long-term borrowings through federal funds lines, repurchase




                                       17
<PAGE>



agreements, Federal Home Loan Bank advances and large dollar certificates of
deposit, generally those over $100 thousand, are used as supplemental funding
sources. Additional liquidity is derived from scheduled loan and investment
payments of principal and interest, as well as prepayments received. For the
three months ended March 31, 2002 there were $8.8 million of proceeds from the
sales, maturities and redemptions of investment securities available for sale.
Purchases of investment securities for the three months ended March 31, 2002
were $5.0 million. Short-term borrowings and certificates of deposit over $100
thousand amounted to $47.0 million and $45.8 million, on average, for the three
months ended March 31, 2002 and the year ended December 31, 2001, respectively.

Our cash requirements consist primarily of dividends to shareholders. This cash
need is routinely satisfied by dividends collected from the bank along with cash
and investments owned. Projected cash flows from this source are expected to be
adequate to pay dividends, given the current capital levels and current
profitable operations of the bank. In addition, we may repurchase shares of our
outstanding common stock for benefit plans and other corporate purposes. The
cash required for a purchase of shares can be met by using our own funds,
dividends received from the bank, and borrowed funds.

As of March 31, 2002, we had $53.0 million of securities available for sale
recorded at their fair value, compared with $57.1 million at December 31, 2001.
As of March 31, 2002, the investment securities available for sale had an
unrealized loss of $102 thousand, net of deferred taxes, compared with an
unrealized gain of $75 thousand, net of deferred taxes, at December 31, 2001.
This change was primarily due to an decrease in investment values resulting from
the current interest rate environment. These securities are not considered
trading account securities which may be sold on a continuous basis, but rather
are securities which may be sold to meet our various liquidity and interest rate
requirements.

NON-PERFORMING ASSETS

Shown below is a summary of past due and non-accrual loans:

<TABLE>
<CAPTION>
                                  (Dollars in thousands)
                                 March 31,    December 31,
                                   2002          2001
                                ----------    ------------
<S>                               <C>            <C>
Past due and non-accrual:
         Days 30 - 89 .......     $1,220         $  949
         Days 90 plus .......        764            969
 Non-accrual ................        708            729
                                  ------         ------
 Total ......................     $2,692         $2,647
                                  ======         ======
</TABLE>

Past due and non-accrual loans increased to $2.7 million at March 31, 2002 from
$2.6 million at December 31, 2001. The loan delinquency expressed as a ratio to
total loans was 1.9% at March 31, 2002 and 1.8% at December 31, 2001.

Any loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been disclosed under Industry Guide 3 do not (i)
represent or result from trends or uncertainties which we reasonably expect will
materially impact future operating results, liquidity, or capital resources, or
(ii) represent material credits about which we are aware of any information
which causes us to have serious doubts as to the ability of such borrowers to
comply with the loan repayment terms.

We adhere to principles provided by Financial Accounting Standards Board
Statement No. 114, "Accounting by Creditors for Impairment of a Loan" - Refer to
Note 2 above for other details.



The following analysis provides a schedule of loan maturities / interest rate
sensitivities. This schedule presents a repricing and maturity analysis as
required by the FFIEC:

<TABLE>
<CAPTION>
                                                                                           (Dollars in
                                                                                            Thousands)
             MATURITY AND REPRICING DATA FOR LOANS AND LEASES                             March 31, 2002
                                                                                          --------------

<S>                                                                                         <C>
Closed-end loans secured by first liens and 1-4 family residential properties
 with a remaining maturity or repricing frequency of:
         (1) Three months or less .....................................................     $   4,501
         (2) Over three months through 12 months ......................................        16,628
         (3) Over one year through three years ........................................        28,638
         (4) Over three years through five years ......................................         2,459
         (5) Over five years through 15 years .........................................        15,249
         (6) Over 15 years ............................................................         1,591
All loans and leases other than closed-end loans secured by first liens on 1-4
 family residential properties with a remaining maturity or repricing frequency of:
         (1) Three months or less .....................................................        15,606
         (2) Over three months through 12 months ......................................        14,852
         (3) Over one year through three years ........................................        16,715
         (4) Over three years through five years ......................................         6,923
         (5) Over five years through 15 years .........................................        16,746
         (6) Over 15 years ............................................................         4,915
                                                                                            ---------
                  Sub-total ...........................................................     $ 144,822
Add: non-accrual loans not included above .............................................           708
Less: unearned income .................................................................          (194)
                                                                                            ---------
                  Total Loans and Leases ..............................................     $ 145,337
</TABLE>




                                       18
<PAGE>



ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses reflected a balance of $1 million or .07 percent
of total loans at March 31, 2002 and December 31, 2001. The allowance is
believed adequate for possible loan losses in the future.

The provision for loan losses increased $24 thousand for the first three months
of 2002 compared to $8 thousand for the first three months of 2001. We increased
the loan loss provision due to charge-offs and possible charge offs during 2002.

Because our loan portfolio contains a significant number of commercial loans
with relatively large balances the deterioration of one or several of these
loans may result in a possible significant increase in non-performing loans. An
increase in non-performing loans could result in a loss of interest income,
higher carrying costs, and an increase in the provision for loan losses and loan
charge-offs.

We maintain an allowance for loan losses to absorb any loan losses based on our
historical experience, an evaluation of economic conditions, and regular reviews
of delinquencies and loan portfolio quality. In evaluating our allowance for
loan losses, we segment our loans into the following categories:

     o    Commercial (including investment property mortgages),

     o    Residential mortgages, and

     o    Consumer.

We evaluate some loans as a homogeneous group and others on an individual basis.
Commercial loans with balances exceeding $250 thousand are reviewed
individually. After our evaluation of these loans, we determine the required
allowance for loan losses based upon the following considerations:

     o    Historical loss levels,

     o    Prevailing economic conditions,

     o    Delinquency trends,

     o    Changes in the nature and volume of the portfolio,

     o    Concentrations of credit risk, and

     o    Changes in loan policies or underwriting standards.

Management and the Board of Directors review the adequacy of the reserve on a
quarterly basis and adjustments, if needed, are made accordingly.

<TABLE>
<CAPTION>
                                                                                   For the Three Months
                                                                                     Ending March 31,
                                                                                --------------------------
Amounts in thousands                                                              2002              2001
                                                                                --------          --------
<S>                                                                             <C>               <C>
Average loans outstanding: ................................................     $143,568          $137,170
Total loans at end of period ..............................................      145,337           137,392

         Balance at beginning of period ...................................        1,028             1,008
         Total charge-offs ................................................           53                15
         Total recoveries .................................................           16                 7
         Net charge-offs: .................................................           37                 8
         Provision for loan losses ........................................           24                 8
                                                                                --------          --------
 Balance at end of period .................................................     $  1,015          $  1,008
                                                                                --------          --------

Net charge-offs as a percent of average loans outstanding during period ...          .03%              .01%
Allowance for loan losses as a percent of total loans .....................          .07%              .07%
</TABLE>

The provision for loan losses is based on our evaluation of the allowance for
loan losses in relation to the credit risk inherent in the loan portfolio. In
establishing the amount of the provision required, management considers a
variety of factors, including but not limited to, general economic conditions,
volumes of various types of loans, collateral adequacy and potential losses from
significant borrowers. On a monthly basis, the Board of Directors and the bank's
Credit Administration Committee review information regarding specific loans and
the total loan portfolio in general in order to determine the amount to be
charged to the provision for loan losses.

For the three month periods ending March 31, 2002 and 2001, the provision for
loan losses was $1,015,000 and $1,008,000 respectively.

CAPITAL ADEQUACY

A major strength of any financial institution is a strong capital position. This
capital is very critical as it must provide growth, dividend payments to
shareholders, and absorption of unforeseen losses. Our federal regulators
provide standards that must be met. These standards measure "risk-adjusted"
assets against different categories of capital. The "risk-adjusted" assets
reflect off balance sheet items, such as commitments to make loans, and also
place balance sheet assets on a "risk" basis for collectibility. The adjusted
assets are measured against the standards of Tier I Capital and Total Qualifying
Capital. Tier I Capital is common shareholders' equity. Total Qualifying Capital
includes so-called Tier II Capital which is common shareholders' equity and the
allowance for loan and lease losses. The allowance for loan and lease losses
must be lower than or equal to common shareholders' equity to be eligible for
Total Qualifying Capital.





                                       19
<PAGE>





We exceed all minimum capital requirements as reflected in the following table:

<TABLE>
<CAPTION>
                                                            March 31, 2002               December 31, 2001
                                                      ------------------------      -------------------------
                                                                      Minimum                        Minimum
                                                      Calculated      Standard      Calculated       Standard
                                                        Ratios         Ratios         Ratios          Ratios
                                                      ----------      --------      ----------       --------
<S>                                                     <C>            <C>            <C>              <C>
Risk Based Ratios:
Tier I Capital to risk-weighted assets.............     18.98%         4.00%          19.06%           4.00%
Total Qualifying Capital to risk-weighted assets...     19.72%         8.00%          19.82%           8.00%
</TABLE>

Additionally, certain other ratios also provide capital analysis as follows:

<TABLE>
<CAPTION>
                                           March 31,     December 31,
                                             2002           2001
                                           ---------     ------------

<S>                                          <C>           <C>
Tier I Capital to average assets........     12.09%        12.44%
</TABLE>

We believes that the bank's current capital position and liquidity positions are
strong and that its capital position is adequate to support its operations.

Book value per share amounted to $19.73 March 31, 2002, compared with $19.64 per
share at December 31, 2001.

Cash dividends declared amounted to $0.15 per share, for the three months ended
March 31, 2002, equivalent to a dividend payout ratio of 37.03 percent, compared
with 45.01 percent for the same period in 2001. Our Board of Directors continues
to believe that cash dividends are an important component of shareholder value
and that, at the bank's current level of performance and capital, we expect to
continue our current dividend policy of a quarterly cash distribution of
earnings to our shareholders.





                                       20

<PAGE>




PART II - Other Information:



Item 1. Legal Proceedings

Management and the Corporation's legal counsel are not aware of any litigation
that would have a material adverse effect on the consolidated financial position
of the Corporation. There are no proceedings pending other than the ordinary
routine litigation incident to the business of the Corporation and its
subsidiary, Columbia County Farmers National Bank. In addition, no material
proceedings are pending or are known to be threatened or contemplated against
the Corporation and the Bank by government authorities.



Item 2. Changes in Securities - Nothing to report.



Item 3. Defaults Upon Senior Securities - Nothing to report.



Item 4. Submission of Matters to a Vote of Security Holders - Nothing to report.



Item 5. Other Information - Nothing to report.



Item 6. Exhibits and Reports on Form 8-K - Nothing to report.




















                                      -21-

<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 thereunto duly authorized.




                                  CCFNB BANCORP, INC.
                                     (Registrant)




                                  By    /s/ Paul E. Reichart
                                     -------------------------------------
                                     Paul E. Reichart
                                     President & CEO

                                  Date:




                                  By    /s/ Virginia D. Kocher
                                     -------------------------------------
                                     Virginia D. Kocher
                                     Treasurer


                                  Date: May 14, 2002











                                      -22-