Exhibit 14

HARLEYSVILLE NATIONAL CORPORATION    CODE OF ETHICS

Directors, officers and employees hold an important and elevated role in corporate governance at Harleysville National Corporation ("Corporation"). As a director,
officer or employee, you are vested with both the responsibility and authority to protect and preserve the interests of all of the company's constituents, including shareholders, customers and
citizens of the communities in which we conduct business. The maintenance of extremely high standards of honest, ethical and impartial conduct is essential to assure the proper performance of
Corporation's business and the maintenance of the public's trust. This Code of Ethics prescribes the policies and procedures to be employed and enforced in Corporation's operations.



Conflicts of Interest

A "conflict of interest" exists any time one faces a choice between what is in his/her personal interest (financial or otherwise) and the interest of the
Corporation. Such situations are not always easy to avoid. When a conflict of interest arises, it is important that directors, officers and employees act with great care to avoid even the appearance
that their actions were not in the best interest of the company. If you find yourself in a position where your objectivity may be questioned because of individual interest or family or personal
relationships, notify our Corporate Compliance Officer, immediately.

Gifts, Meals, Services and Entertainment

One should not request or accept anything that might be used as a means to influence, or even appear to influence you against the company's best interests.
Personal gifts should not be accepted other than those considered common business courtesies and for which one would reasonably expect to

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give
something similar in return in the normal course of business. One must not accept or give any gift in excess of $100 in value without the prior approval of our Corporate Compliance Officer.

SAFEGUARDING COMPANY ASSETS/ACCURACY OF BOOKS AND RECORDS

We maintain internal controls to provide direction on protecting corporate assets and financial accountability. The controls are based upon the following
principles.

Do
not:



Do:



Insider Trading

Insider trading is a crime that can carry severe penalties. If you know material, confidential information about our company or any company with whom we have a
business relationship and you trade company securities, such as stocks or bonds, while in possession of that information or tell others about it before it is made public, you may have violated the
insider trading laws. Please review our Insider Trading Policy located on the Corporation's Intranet (HarleyWeb) for further details.

Material
information is the type of news that would affect a reasonable investor's decision on whether or not to invest in the company's stock. Examples include plans to issue
securities, sharp changes in earnings patterns, changes in dividend rates, changes in key management personnel, mergers, acquisitions, and important regulatory actions affecting the company. This
policy forbids you from trading not only in our stock, but also in those of our suppliers, customers or other companies with whom we have a business relationship while in possession of material inside
information learned in the course of your employment at our Corporation.

We
encourage all directors, officers and employees to invest in our stock. However, if you have access to any information not readily available to the public, you must be very careful
when trading

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stock
to be sure you have not traded while in possession of material non-public information. When you have such information:



If
you are planning to effect a transaction in our securities, contact our Insider Trading Officer, in advance.

Bribery, Kickbacks And Other Improper Payments

Our Corporation, its directors, officers and employees must maintain high ethical and professional standards in all dealings.



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