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Exhibit 99.3

HARLEYSVILLE NATIONAL CORPORATION AND
SUBSIDIARIES

MANAGEMENTS STATEMENT OF
RESPONSIBILITY

Management acknowledges its responsibility for
financial reporting (both audited and unaudited) which provides
a fair representation of the Corporations operations and
is reliable and relevant to a meaningful appraisal of the
Corporation.

Management has prepared the financial statements
in accordance with accounting principles generally accepted in
the United States of America, making appropriate use of
estimates and judgement, and considering materiality. Except for
tax equivalency adjustments made to enhance comparative
analysis, all financial information is consistent with the
audited financial statements.

In addition, management is responsible for
establishing and maintaining effective internal control over
financial reporting, presented in conformity with accounting
principles generally accepted in the United States of America
and the applicable requirements of the Federal Reserve System.
The internal control system contains monitoring mechanisms, and
actions are taken to correct deficiencies identified. There are
inherent limitations in the effectiveness of any internal
control system, including the possibility of human error and the
circumvention or overriding of controls. Accordingly, even
effective internal control systems can provide only reasonable
assurance with respect to financial statement preparation.
Further, because of changes in conditions, the effectiveness of
internal control systems may vary over time.

Management assessed Harleysville National
Corporations internal control over financial reporting,
presented in conformity with accounting principles generally
accepted in the United States of America and applicable Federal
Reserve requirements as of December 31, 2002. This
assessment was based on criteria for effective internal control
over financial reporting described in Internal
Control  Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, management believes that
Harleysville National Corporation maintained effective internal
control over financial reporting, presented in conformity with
accounting principles generally accepted in the United States of
America and applicable Federal Reserve requirements as of
December 31, 2002.

Management is also responsible for compliance
with the federal and state laws and regulations concerning
dividend restrictions and federal laws and regulations
concerning loans to insiders, designated by the Federal Deposit
Insurance Corporation or the Federal Reserve as safety and
soundness laws and regulations.

Management has assessed compliance by
Harleysville National Corporation and subsidiaries with the
designated laws and regulations relating to safety and
soundness. Based on this assessment, management believes that
the subsidiary insured depository institutions complied, in all
significant respects, with the designated laws and regulations
related to safety and soundness for the year ended
December 31, 2002.

Oversight of the financial reporting process is
provided by the Audit Committee of the Board of Directors, which
consists of outside directors. This Committee meets on a regular
basis with the internal auditor, who reports directly to the
Board of Directors, to approve the audit schedule and scope,
discuss the adequacy of the internal control system and the
quality of financial reporting, review audit reports and address
problems. The Committee also reviews the Companys annual
report to shareholders and the annual report to the Securities
and Exchange Commission on Form 10-K. The Audit Committee
meets at least annually with the external auditors, and has
direct and private access to them at any time.

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The independent public accounting firm of Grant
Thornton LLP has examined the Corporations financial
records. The resulting opinion statement is based upon knowledge
of the Corporations accounting systems, as well as on
tests and other audit procedures performed in accordance with
auditing standards generally accepted in the United States of
America.

|                                                                                                                            |  |                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------
|                                                                                                                           
|By: -s- Walter E. Daller, Jr.
    Chairman, President and
    Chief Executive Officer
    Harleysville National Corporation |  | By: -s- Gregg J. Wagner
    Executive Vice President and
    Chief Financial Officer
    Harleysville National Corporation

DATE: February 28, 2003

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