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

                                   FORM 10-KSB
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 2002
                          -----------------
                                       or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ____________________________to___________________
Commission File No. 0-13599

                           Grange National Banc Corp.
                           --------------------------
             (Exact name of registrant as specified in its charter)

     Pennsylvania                                            23-2314065
-------------------------------------------                 ------------
(State or other jurisdiction of incorporation              (IRS Employer
 or organization)                                       Identification Number)

198 E Tioga St., Tunkhannock, Pennsylvania                       18657
-------------------------------------------                    ----------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number, including area code: (570) 836-2100
                                                --------------
Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----
Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, par value $5.00
                         -----------------------------
                                (Title of class)

         Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) if the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [ ] No

         Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B 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-KSB or any amendment to
this Form 10-KSB, [ ]

         Issuer's revenues for the year ending December 31, 2002 were
$17,057,000.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant as of March 25, 2003, computed by
reference to the average bid and ask price was $45,937,497. As of March 25,
2003, the Registrant had 1,627,045 shares of Common Stock outstanding.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the 2002 Annual Report to Shareholders are incorporated
herein by reference in response to Part II hereof, and the definitive Proxy
Statement relating to the 2003 Annual Meeting of Shareholders is incorporated by
reference in response to Part III hereof.

         Transitional Small Business Disclosure Format:   [ ] Yes       [X] No

                                     PART I

Item 1:  Description of Business
--------------------------------

General
-------

         The Company is a Pennsylvania business corporation which is registered
as a bank holding company under the Bank Holding Company Act of 1956, as amended
(the "Holding Company Act"). The Company was incorporated on October 2, 1984 for
the purpose of acquiring the Grange National Bank (the "Bank") and thereby
enabling the Bank to operate within a bank holding company structure. The
Company became an active bank holding company on April 30, 1985 when it acquired
the Bank. The Bank is a wholly-owned subsidiary of the Company. In 2000, the
Company elected to become a financial holding company under the
Gramm-Leach-Bliley Act of 1999 (the AGLB Act@). The Company's election became
effective on April 2000. As a financial holding company, the Company will have
additional authority to engage in insurance and securities sales, as well as a
variety of other services.

         The Company's principal activities consist of owning and supervising
the Bank, which engages in a full service commercial and consumer banking and
trust and insurance sales. The Bank has its principal banking office in
Laceyville, Pennsylvania. It also presently has three other branch offices in
Wyoming County, Pennsylvania, two branch offices in Susquehanna County,
Pennsylvania, three branch offices in Luzerne County, Pennsylvania, two branches
office in Bradford County, Pennsylvania and one branch in Lackawanna County,
Pennsylvania. The Bank has ten automated teller machines ("ATM"). The Company,
through the Bank, derives substantially all of its income from the furnishing of
banking and banking-related services.

         The Company is a legal entity separate and distinct from the Bank. The
rights of the Company, and thus the rights of the Company's creditors and
shareholders, to participate in the distribution of the assets or earnings of
the Bank, are necessarily subject to the prior claims of creditors of the Bank,
except to the extent that claims of the Company itself as a creditor may be
recognized. Such claims on the Bank by creditors other than the Company include
obligations in respect of federal funds purchased and certain other borrowings,
as well as deposit liabilities.

         The Company directs the policies and coordinates the financial
resources of the Bank. The Company provides and performs various technical,
advisory and auditing services for the Bank, coordinates the Bank's general
policies and activities, and participates in the Bank's major business
decisions.

                                       1
<PAGE>

         As of December 31, 2002, the Company, on a consolidated basis, had
total assets of $271,075,000, total deposits of $208,900,000, and total
shareholder's equity of $25,179,000.

Grange National Bank
--------------------

         The Bank was incorporated under the laws of the United States of
America as a national bank in 1907 under its present name. Since that time, the
Bank has operated as a banking institution doing business at several locations
in Wyoming, Susquehanna, Bradford, Luzerne and Lackawanna Counties,
Pennsylvania. The Bank is a member of the Federal Reserve System.

         As of December 31, 2002, the Bank had total assets of $270,500,000,
total deposits of $208,912,000 and total shareholders' equity of $24,643,000.
Its deposits are insured by the Bank Insurance Fund ("BIF") maintained by the
Federal Deposit Insurance Corporation (the "FDIC") to the maximum extent
permitted by law.

         The Bank engages in a full service commercial and consumer banking,
trust and consumer insurance business. The Bank, with its main office at Main
and Bee Streets, Laceyville, Pennsylvania, also provides services to its
customers through its branch network of eleven other full service branches,
which include drive-in facilities and bank-by-mail services. The bank's offices
are located in Wyoming, Susquehanna, Bradford, Luzerne and Lackawanna Counties,
Pennsylvania.

         The Bank's services include accepting time, demand and savings
deposits, including NOW accounts, regular savings accounts, money market
accounts, fixed rate certificates of deposit and club accounts. Its services
also include making secured and unsecured commercial and consumer loans,
financing commercial transactions either directly or through regional industrial
development corporations or the Small Business Administration, making
construction and mortgage loans and the renting of safe deposit facilities.
Additional services include making residential mortgage loans, small business
loans, new car and truck loans and student loans and providing discount
brokerage services. The Bank's business loans include seasonal credit,
collateral loans, term loans and factoring of accounts receivable. The Bank
sells life, health, homeowner's and auto insurance.

         The Bank has a Trust Department and offers a variety of personal trust
services, including Individual Retirement Accounts, estate administration, and
personal trusts. The Bank views the Trust Department as a means to provide
additional services for our customers.

         The Bank has a relatively stable deposit base and no material amount of
deposits is obtained from a single depositor or group of depositors (including
Federal, state and local governments). The Bank has not experienced any seasonal
fluctuations in the amount of its deposits.

         No significant portion of the Bank's loans are concentrated within any
one business industry. Real estate loans, however, accounted for 76% of the
Bank's loan portfolio at December 31, 2002 and 75% at December 31, 2001.
Management believes this concentration is not serious in its rural agricultural
location where commercial loan demand is minimal. Recognizing the potential
adverse affect these loans could place on interest margins, the Bank has an
adjustable rate mortgage which adjusts annually, as well as continuing to offer
a three year adjustable mortgage. The Bank also continues to offer fixed rate
mortgages for ten and twenty years. For the past three years, average mortgage
loan balances have approximated 56% to 75% of the Bank's total average interest
earning assets. At December 31, 2002 mortgage loans were approximately 75% of
total interest earning assets.

                                       2
<PAGE>

         The Bank has no deposits or loans directly with foreign entities, and
has a minimal amount of deposits made by persons working in foreign countries.
The Bank's assets are not invested in foreign securities, Eurodollars or foreign
loans.

Competition
-----------

         All phases of the Bank's business are highly competitive. The Bank's
market area is the primary trade area of portions of Wyoming, Bradford,
Susquehanna, Luzerne and Lackawanna Counties, Pennsylvania with concentration in
the Wyoming County area. The Bank competes with local commercial banks as well
as other commercial banks with branches in the Bank's market area.

         The Bank, along with other commercial banks, competes with respect to
its lending activities as well as in attracting demand deposits, with savings
banks, savings and loan associations, insurance companies, regulated small loan
companies, credit unions and the issuers of commercial paper and other
securities, such as shares of money market funds. The Bank also competes with
insurance companies, investment counseling firms, mutual funds and other
business firms and individuals in the corporate trust and investment management
services. Many of the Bank's competitors have financial resources larger than
the Bank's.

         The Bank is generally competitive with all competing financial
institutions in its service areas with respect to interest rates paid on time
and savings deposits, service charges on deposit accounts and interest rates
charged on loans.

Supervision and Regulation
--------------------------

         Bank holding companies and banks are extensively regulated under both
federal and state law. To the extent that the following information describes
statutory provisions, it is qualified in its entirety by reference to the
particular statutory and regulatory provisions. Any change in applicable laws or
regulations may have a material effect on the business and prospects of the
Company and the Bank.

         THE COMPANY
         -----------

         The Company is registered as a "bank holding company" under the Holding
Company Act, and it, therefore, is subject to regulation by the Board of
Governors of the Federal Reserve Board (the "Federal Reserve Board").

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

         The Company is prohibited under the Holding Company Act from engaging
in, or acquiring direct or indirect control of more than 5% of the voting shares
of any company engaged in non-banking activities unless the Federal Reserve
Board, by order or regulation, has found such activities to be closely related
to banking or managing or controlling banks as to be a proper incident thereto.
In making such determination, the Federal Reserve Board considers whether the

                                       3
<PAGE>

performance of these activities by a bank holding company can reasonably be
expected to produce benefits to the public which outweigh possible adverse
effects. The Federal Board has by regulation determined that certain activities
are closely related to banking within the meaning of the Holding Company Act.
These activities include, among other, operating a mortgage, finance, credit
card or factoring company; performing certain data processing operations;
providing investment and financial advice; acting as insurance agent or
underwriter for certain types of credit-related insurance; leasing personal
property on a full-payout, non-operating basis; and certain stock brokerage and
investment advisory services.

         Under the Holding Company Act, the Company is required to file periodic
reports and other information concerning its operations with, and is subject to
examination by, the Federal Reserve Board. In addition, under the Pennsylvania
Banking Code of 1965, as amended (the "Banking Code"), the Pennsylvania
Department of Banking has the authority to examine the books, records and
affairs of any Pennsylvania bank holding company or to require any documentation
deemed necessary to insure compliance with the Banking Code.

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

         The Company, as an affiliate of the Bank within the meaning of the
Federal Reserve Act, is subject to certain restrictions under the Federal
Reserve Act regarding extensions to it by the Bank, investments in the stock or
other securities of the Company by the Bank and the use of the stock or other
securities of the Company as collateral for loans by the Bank to any borrower.
Further, under the Federal Reserve Act and the Federal Reserve Board
regulations, a bank holding company and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with any extension of
credit or provision of credit or provisions of property or services. These
so-called "anti-tie-in provisions" generally provide that a bank may not extend
credit, lease or sell property, or furnish any service, or fix or vary the
consideration for any of the foregoing to a customer on the condition or
requirement that the customer provide some additional credit, property or
service to the bank, to the bank's holding company or to any other subsidiary of
the bank's holding company or on the condition or requirement that the customer
not obtain other credit, property or service from a competitor of the bank, the
bank's holding company or any subsidiary of the bank's holding company.

         THE BANK
         --------

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

         As a national bank, the Bank is a member of the FDIC and a member of
the Federal Reserve System and, therefore, is subject to additional regulation
by these agencies. Some of the aspects of the lending and deposit business of

                                       4
<PAGE>

the Bank which are regulated by these agencies include personal lending,
mortgage lending and reserve requirements. The operations of the Bank are also
subject to numerous Federal, state and local laws and regulations which set
forth specific restrictions and procedural requirements with respect to interest
rates on loans, the extension of credit, credit, credit practices, the
disclosure of credit terms and discrimination in credit transactions.

         The deposits of the Bank are insured up to regulatory limits by the
FDIC and accordingly, are subject to deposit insurance assessments to maintain
the Bank Insurance Fund (the ABIF@).

         The Deposit Insurance Funds Act of 1996 (DIFA) requires banks to help
pay the cost of the bonds issued by the "Financing Corporation" (FICO), which
were used to finance the savings and loan bailout. The current annual cost to
all Bank Insurance Fund Members is 1.296 cents per $100 of deposits. Members of
the Savings Association Insurance Fund (SAIF) are required to pay 6.48 cents per
$100 of deposits. This assessment is expected to cost the Bank approximately
$39,000 in 2003.

         Dividend payments by the Bank to the Company are limited to the lesser
of (i) the amount of undivided profits; and (ii) absent regulatory approval, an
amount not in excess of net income for the current year combined with retained
net income for the preceding two years.

         FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991
         -------------------------------------------------------------

         The Federal Deposit Insurance Corporation Improvement Act of 1991
(AFDICIA@) and its implementing regulations established five capital categories
for insured depository institutions - well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized. Pursuant to the authority granted under FDICIA, U.S. bank
regulatory agencies were empowered to impose progressively more restrictive
constraints on the operations, management and capital distributions of an
insured depository institution, depending on the category in which an
institution is classified. Unless a banking institution is well capitalized, it
is subject to restrictions on its ability to offer brokered deposits and on
certain other aspects of its operations. An undercapitalized banking institution
must develop a capital restoration plan and its parent bank holding company must
guarantee the bank's or thrift's compliance with the plan up to the lesser of 5%
of the bank's or thrift's assets at the time it became undercapitalized and the
amount needed to comply with the plan.

         As of December 31, 2002, the Bank was well capitalized, based on the
prompt corrective action guidelines. A bank's capital category is determined
solely for the purpose of applying the OCC's, or the FDIC=s, prompt corrective
action regulations, and the capital category may not constitute an accurate
representation of the bank's overall financial condition or prospects.

         INTERSTATE BANKING
         ------------------

         The "Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994" (the "Interstate Act"), among other things, permitted bank holding
companies to acquire banks in any state one year after enactment. Effective June
1, 1997, a bank may merge with a bank in another state so long as both states
have not opted out of interstate branching between the date of enactment and May
31, 1997. States were permitted to enact laws opting out of interstate branching

                                       5
<PAGE>

before June 1, 1997, subject to certain conditions. States were also permitted
to enact laws permitting interstate merger transactions before June 1, 1997 and
host states were permitted to impose conditions on a branch resulting from an
interstate merger transaction that occurs before June 1, 1997, if the conditions
did not discriminate against out-of-state banks, were not preempted by Federal
law and did not apply or require performance after May 31, 1997. Pennsylvania
enacted laws opting in immediately to interstate merger and interstate branching
transactions. Interstate acquisitions and mergers would both be subject, in
general, to certain concentration limits and state entry rules relating to the
age of the bank.

         Under the Interstate Act, the responsible federal regulatory agency is
permitted to approve the acquisition of a branch of an insured bank by an
out-of-state bank or bank holding company without the acquisition of the entire
bank or the establishment of a Ade novo@ branch only if the law of the state in
which the branch is located permits out-of-state banks to acquire a branch of a
bank without acquiring the bank or permits out-of-state banks to establish Ade
novo@ branches. Pennsylvania passed such a law.

         On July 3, 1997, the President signed into law an amendment to the
Interstate Act which provides in general that branches of state-chartered banks
that operate in other states will be covered by the laws of the chartering
state, rather than the host state.

         GRAMM-LEACH-BLILEY ACT
         ----------------------

         On November 12, 1999, legislation was enacted that allows bank holding
companies to engage in a wider range of non-banking activities, including
greater authority to engage in securities and insurance activities. Under the
Gramm-Leach-Bliley Act (the AGLB Act@), a bank holding company that elects to
become a financial holding company may engage in any activity that the Federal
Reserve Board, in consultation with the Secretary of the Treasury, determines by
regulation or order is (1) financial in nature, (2) incidental to any such
financial activity, or (3) complementary to any such financial system generally.
The GLB Act makes significant changes in the U.S. banking law, principally by
repealing the restrictive provisions of the 1933 Glass-Steagall Act. The GLB Act
specifies certain activities that are deemed to be financial in nature,
including lending, exchanging, transferring, investing for others, or
safeguarding money or securities; underwriting, dealing in or making a market
in, securities; and any activity currently permitted for bank holding companies
by the Federal Reserve Board under section 4(c)(8) of the Bank Holding Company
Act. The GLB Act does not authorize banks or their affiliates to engage in
commercial activities that are not financial in nature. A bank holding company
may elect to be treated as a financial holding company only if all depository
institution subsidiaries of the holding company are well capitalized, well
managed and have at least a satisfactory rating under the Community Reinvestment
Act. In 2000, the Company was approved as a financial holding company under the
GLB Act.

         National banks are also authorized by the GLB Act to engage through
"financial subsidiaries," in any activity that is permissible for a financial
holding company (as described above) and any activity that the Secretary of the
Treasury, in consultation with the Federal Reserve Board, determines is
financial in nature or incidental to any such financial activity, except (1)
insurance underwriting, (2) real estate development or real estate investment
activities (unless otherwise permitted by law), (3) insurance company portfolio
investments and (4) merchant banking. The authority of a national bank to invest
in a financial subsidiary is subject to a number of conditions, including, among
other things requirements that the bank must be well managed and well
capitalized (after deducting from the bank's capital outstanding investments in
financial subsidiaries). The GLB Act provides that state banks may invest in
financial subsidiaries (assuming they have the requisite investment authority

                                       6
<PAGE>

under applicable state law) subject to the same conditions that apply to
national bank investments in financial subsidiaries.

         The GLB Act also contains a number of other provisions that will affect
the Company's and Bank's operations and the operations of all financial
institutions. One of the new provisions relates to the financial privacy of
consumers, authorizing federal banking regulators to adopt rules that will limit
the ability of banks and other financial entities to disclose non-public
information about consumers to non-affiliated entities. These limitations are
expected to require more disclosure to consumers, and in some circumstances, to
require consent by the consumer before information is allowed to be provided to
a third party.

National Monetary Policy
------------------------

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

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

Employees
---------

         As of December 31, 2002, the Company had a total of 111 full and
part-time employees. The Company provides a variety of employment benefits and
considers its relationship with its employees to be good.

Item 2:  Description of Property
--------------------------------

         The Company's main executive offices and financial operations center,
which also serve as a branch bank, are located at 198 E. Tioga Street,
Tunkhannock, Pennsylvania, which the Company owns. The Bank's main banking
office is located at Main and Bee Streets in the borough of Laceyville, Wyoming
County, Pennsylvania, which building is owned by the Company. In addition, the
Company owns six additional properties in Pennsylvania where its other branches
are located.

         X   Route 267, Lawton
         X   The corner of U.S. Route 6 and Bridge Street, in Meshoppen Borough
         X   The intersection of U.S. Routes 309 and 29 in Monroe Township
         X   198 E. Tioga St., Tunkhannock
         X   Main Street in Little Meadows
         X   400 Main Street, Towanda

                                       7
<PAGE>

         The Bank has operating leases for other Pennsylvania offices at:

         X   78 South Wyoming Avenue, Edwardsville
         X   The Back Mountain at Trucksville
         X   The Pine Mall in Wilkes-Barre
         X   108 N. Washington St., Scranton
         X   614 State St., Farm and Home Plaza, Wyalusing

         The Company owns a property along U.S. Route 309 in Dallas Township
which it originally purchased for a branch office. The Company has this parcel
on the market for sale, as the Trucksville site is near this parcel and is a
superior location for a branch office. The Company also owns property in
Laceyville, near the Bank's main office, which it renovated and rents to tenants
as part of an effort to help revitalize the downtown.

Item 3:  Legal Proceedings
--------------------------

         The nature of the Company's business generates a certain amount of
litigation involving matters arising in the ordinary course of business.
However, in the opinion of the management of the Company, there are no
proceedings pending to which the Company is a party or to which its property is
subject, which, if determined adversely to the Company, would be material in
relation to the Company's shareholders' equity or financial condition.

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

None


                                       8
<PAGE>

                                     PART II

Item 5:  Market for the Registrant's Common Stock and Related Stockholder
Matters
-------------------------------------------------------------------------

         Incorporated by reference from the section entitled "Common Stock
Market Price, Book Value and Dividends" in the Company's Annual Report to
Shareholders for the year ended December 31, 2002.

Equity Compensation Plan Information
<TABLE>
<CAPTION>

                                                                                         Number of securities
                               Number of securities to be       Weighted-average       remaining available for
                                   to be issued upon             exercise price of      future issuance under
                                     exercise of                    outstanding       equity compensation plans
                                  outstanding options,            options, warrants     (excluding securities
                                  warrants and rights               and rights         reflected in column (a))
Plan category                                (a)                        (b)                        (c)
-----------------------------------------------------------------------------------------------------------------
<S>                                       <C>                         <C>                       <C>
Equity compensation plans
approved by security holders              197,751                     $9.72                     45,873
Equity compensation plans not
not approved by security holders             0                                                     0
-----------------------------------------------------------------------------------------------------------------
Total                                     197,751                     $9.72                     45,873
</TABLE>

Item 6:  Management's Discussion and Analysis of Financial Condition and Results
of Operations
-------------------------------------------------------------------------------

         Incorporated by reference from the sections entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report to Shareholders for the year ended December 31, 2002.

Item 7:  Financial Statements
-----------------------------

         Incorporated by reference from the Company's Consolidated Financial
Statements and Notes to Consolidated Financial Statements thereto included in
the Company's Annual Report to Shareholders for the year ended December 31,
2002.

Item 8:  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
-------------------------------------------------------------------------------

         On or about October 31, 2001, the Company, with the approval of the
Board of Directors, dismissed Daniel Kenia, P.C., and engaged Kronick Kalada
Berdy and Company, P.C., as its principal independent accountant. The reports of
Daniel Kenia, P.C., on the Company's financial statements for the previous two
fiscal years contained no adverse opinion or disclaimer of opinion or were
modified; and there were no disagreements with Daniel Kenia, P.C., on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.


                                       9
<PAGE>

                                    PART III

Item 9:  Directors and Executive Officers of the Registrant; Compliance With
Section 16(a) of the Exchange Act
----------------------------------------------------------------------------

         Incorporated by reference from the Company's Proxy Statement relating
to the 2003 Annual Meeting of Shareholders filed pursuant to General Instruction
E(3) to Form 10-KSB.

Item 10:  Executive Compensation
--------------------------------

         Incorporated by reference from the Company's Proxy Statement relating
to the 2003 Annual Meeting of Shareholders filed pursuant to General Instruction
E(3) to Form 10-KSB.

Item 11:  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

         Incorporated by reference from the Company's Proxy Statement relating
to the 2003 Annual Meeting of Shareholders filed pursuant to General Instruction
E(3) to Form 10-KSB.

Item 12: Certain Relationships and Related Transactions
-------------------------------------------------------

         Incorporated by reference from the Company's Proxy Statement relating
to the 2003 Annual Meeting of Shareholders filed pursuant to General Instruction
E(3) to Form 10-KSB.


                                       10
<PAGE>

Item  13:  Exhibits, Financial Statement Schedules and Reports on Form 8-K
--------------------------------------------------------------------------

         (a)  Documents filed as part of this report:

                  (1) Financial Statements. The following consolidated financial
statements and the notes thereto of the Company, which are included in the
Company's Annual Report to Shareholders for the year ended December 31, 2002,
and the report of independent public accountants which is also included in such
Annual Report, are incorporated herein by reference in to Item 8 of this Report:

         Consolidated Balance Sheets -
                  December 31, 2002 and 2001

         Consolidated Statements of Income -
                  Years ended December 31, 2002, 2001 and 2000

         Consolidated Statements of Cash Flows -
                  Years ended December 31, 2002, 2001 and 2000

         Consolidated Statements of Shareholders' Equity -
                  Years ended December 31, 2002, 2001 and 2000

         Notes to Consolidated Financial Statements

         Report of Independent Certified Public Accountants

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

                                    Exhibits
                                    --------

                  Number                             Title
                  ------                             -----
                  3.1               Amended and Restated Articles of
                                    Incorporation of Grange National Banc Corp.
                                    (Incorporated by reference from Exhibit 3.1
                                    to Grange National Banc Corp.'s Registration
                                    Statement on Form SB-2 (Registration No.
                                    33-76838) filed with the Commission on March
                                    24, 1994).

                  3.2               Bylaws of the Company, as amended
                                    (Incorporated by reference from Exhibit 3.2
                                    to Grange National Banc Corp.'s Registration
                                    Statement on Form SB-2 (Registration No.
                                    33-76838) filed with the Commission on March
                                    24, 1994).

                  4.1               Grange National Banc Corp. Specimen Stock
                                    Certificate (Incorporated by reference from
                                    Exhibit 4.1 to Grange National Banc Corp.'s
                                    Registration Statement on Form SB-2
                                    (Registration No. 33-76838) filed with the
                                    Commission on March 24, 1994).

                                       11
<PAGE>

                  *10.1             Employee Stock Option Plan (Filed as Exhibit
                                    10.1 to Grange National Banc Corp.'s
                                    Registration Statement on Form SB-2
                                    (Registration No. 33-76838) filed with the
                                    Commission on March 24, 1994).

                  *10.2             Non-employee Director Stock Option Plan
                                    (Filed as Exhibit 10.2 to Grange National
                                    Banc Corp.'s Registration Statement on Form
                                    SB-2 (Registration No. 33-76838) filed with
                                    the Commission on March 24, 1994).

                  *10.3             Employment Contract with Thomas A.
                                    McCullough  dated March 25, 1998, filed with
                                    the Commission on March 31, 1999

                  *10.4             Incentive Stock Option Plan (Filed with the
                                    1996 Proxy Statement on April 1, 1996).

                  *10.5             Supplemental Executive Retirement Agreement
                                    with Thomas A. McCullough as amended on
                                    March 26, 2003.

                  *10.6             Supplemental Executive Retirement Agreements
                                    with four executives dated January 28,2003.

                  13.1              Annual Report to Shareholders for the year
                                    ended December 31, 2002 (such report, except
                                    for those portions expressly incorporated by
                                    reference in this Annual Report on Form
                                    10-K, is furnished for the information of
                                    the Commission and is not to be deemed filed
                                    as part of this Report).

                  21.1              Subsidiaries of the Company (incorporated by
                                    reference from exhibit 21.1 to Grange
                                    National Banc Corp.'s Registration Statement
                                    on Form SB-2 (Registration Statement No.
                                    33-76838) filed with the Commission on March
                                    24, 1994).

                  23.1              Consent of Daniel Kenia, P.C.

                  23.2              Consent of Kronick Kalada Berdy & Company,
                                    P.C.

                  99.1              Certification of Annual Report dated March
                                    28, 2003 signed by Thomas A. McCullough.

                  99.2              Certification of Annual Report dated March
                                    28, 2003 signed by Philip O. Farr.

                  * Management contract or compensatory plan or arrangement

         (b) Reports on Form 8-K.

                           None.


                                       12
<PAGE>

Item 14:  Controls and Procedures
---------------------------------

         During the 90-day period prior to the filing date of this report,
management, including the Company's President and Chief Executive Officer and
the Company's Vice President and Chief Financial Officer, evaluated the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon, and as of the date of that evaluation, the President
and Chief Executive Officer and Vice President and Chief Financial Officer
concluded that the disclosure controls and procedures were effective, in all
material respects, to ensure that information required to be disclosed in the
reports the Company files and submits under the Securities Exchange Act of 1934
is recorded, processed, summarized and reported as and when required.

         There have been no significant changes in the Company's internal
controls or in other factors which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation. There were no
significant deficiencies or material weaknesses identified in the evaluation
and, therefore, no corrective actions were taken.


                                       13
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

                 (Specific sections incorporated are identified
                         under applicable items herein)

         Certain portions of the Company's Annual Report to Shareholders for the
year ended December 31, 2002 are incorporated by reference in Part II of this
Report.

         With the exception of the information incorporated by reference in Part
II of this Report, the Company's Annual Report to Shareholders for the year
ended December 31, 2002 in not deemed "filed" with the Securities and Exchange
Commission for any purpose.

         Certain portions of the Company's 2003 Proxy Statement filed in
connection with its Annual Meeting of Shareholders are incorporated by reference
in Part III of this Report.

         Other documents incorporated by reference are listed in the Exhibit
Index.


                                       14
<PAGE>

         Pursuant to the requirements of Section 13 or 15(d) 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.

                                               GRANGE NATIONAL BANC CORP.
                                                     (Registrant)


Date   March 28, 2003                               /s/ Jack W. Purtell
       --------------                               ---------------------------
                                                    Jack W. Purtell
                                                    (Chairman of the Board)


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



/s/ Jack W. Purtell      3/28/2003             /s/ Brian R. Ace       3/28/2003
--------------------------------------         --------------------------------
Jack W. Purtell            (Date)              Brian R. Ace            (Date)
Chairman of the Board                          Vice-Chairman and Director
Director

/s/ Sally A. Steele      3/28/2003             /s/ Edward A. Coach    3/28/2003
--------------------------------------         --------------------------------
Sally A. Steele            (Date)              Edward A. Coach         (Date)
Secretary and Director                         Director

/s/ W. Kenneth Price    3/28/2003              /s/ Russell G. Newell  3/28/2003
--------------------------------------         --------------------------------
W. Kenneth Price           (Date)              Russell G. Newell       (Date)
Director                                       Director

/s/Robert C. Wheeler    3/28/2003              /s/ Michael J. Coleman 3/28/2003
--------------------------------------         --------------------------------
Robert C. Wheeler                              Michael J. Coleman
Director                                       Director

/s/ Thomas A. McCullough  3/28/2003            /s/ Philip O. Farr     3/28/2003
--------------------------------------         --------------------------------
Thomas A. McCullough       (Date)              Philip O. Farr           (Date)
President and Director                         Vice President and Comptroller
Chief Executive Officer                        Chief Financial Officer
                                               Chief Accounting Officer


                                       15
<PAGE>

                                  [BLANK PAGE]
                                       16
<PAGE>

                                 CERTIFICATIONS


I, Thomas A. McCullough, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Grange National Banc
     Corp.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

     b.  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c.  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.


Dated:  March 28, 2003                  /s/ Thomas A. McCullough
                                        -----------------------------------
                                        Thomas A. McCullough
                                        President and Chief Executive Officer


                                       17
<PAGE>

I, Philip O. Farr, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Grange National Banc
     Corp.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.  designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

     b.  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         annual report (the "Evaluation Date"); and

     c.  presented in this annual report our conclusions about the effectiveness
         of the disclosure controls and procedures based on our evaluation as of
         the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

     b.  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.



Dated:  March 28, 2003           /s/  Philip O. Farr
                                 -------------------------------------
                                 Philip O. Farr
                                 Vice President and
                                 Chief Financial Officer

                                       18




Exhibit 99.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                                   AS ADDED BY
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report of Grange National Bank Corp. (the
"Company") on Form 10-KSB for the period ended December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Thomas A. McCullough, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C.ss. 1350, as added by ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

         A.       The Report fully  complies  with the  requirements  of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         B.       The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.



                                  /s/ Thomas A. McCullough
                                  -------------------------------------
                                  Thomas A. McCullough
                                  President and Chief Executive Officer


         Date:  March 28, 2003


                                       19
<PAGE>

Exhibit 99.2



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                                   AS ADDED BY
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Annual Report of Grange National Bank Corp. (the
"Company") on Form 10-KSB for the period ended December 31, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Philip O. Farr, Vice President and Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C.ss. 1350, as added by ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

         B.       The Report fully complies with the requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         B.       The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.



                                  /s/ Philip O. Farr
                                  ------------------------------------------
                                  Philip O. Farr
                                  Vice President and Chief Financial Officer


Date:  March 28, 2003


                                       20