SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-K
                                   (Mark One)

           [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1999.
                                            -----------------

                                       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 number 0-15237
                                                -------

                        HARLEYSVILLE NATIONAL CORPORATION
                        ---------------------------------
             (Exact name of registrant as specified in its charter)

       Pennsylvania                                            23-2210237
       ------------                                            ----------
        (State or other jurisdiction of                (I.R.S.  Employer
       incorporation or organization)                 Identification No.)

           483 Main Street, Harleysville, Pennsylvania           19438
           -------------------------------------------           -----
        (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (215) 256-8851

        Securities registered pursuant to Section 12(b) of the Act:  N/A

                              Name of each exchange
               Title of each class            on which registered

                      .             N/A               N/A.
                       ---------------- ------------------

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $1.00 par value
                          -----------------------------
                                 Title of Class

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the Registrant was
required  to  file  such  reports)  and  (2)  has  been  subject  to such filing
requirements  for  the  past  90  days.
Yes  X  .  No.
   ---

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  (  )

PAGE 1

State  the  aggregate  market value of the voting stock held by nonaffiliates of
the  registrant.  The  aggregate  market value shall be computed by reference to
the  price  at  which the stock was sold, or the average bid and asked prices of
such  stock,  as of a specified date within 60 days prior to the date of filing.

                      $206,063,156 as of February 29, 2000

Indicate  the  number  of  shares  outstanding of each class of the registrant's
classes  of  common  stock,  as  of  the  latest  practicable  date.

   7,915,552 shares of Common Stock, $1 par value per share, were outstanding as
of  February  29,  1999.


                      DOCUMENTS INCORPORATED BY REFERENCE:

1.  Portions  of  the  Registrant's Annual Report to Shareholders for the fiscal
year  ended December 31, 1999 are incorporated by reference into Parts I, II and
IV  of  this  report.

2.  Portions  of  the  Registrant's  Definitive  Proxy Statement relating to the
Annual  Meeting  of  Shareholders  to be held April 11, 2000 are incorporated by
reference  into  Part  III  of  this  report.

PAGE 2
<TABLE>
<CAPTION>

                                       HARLEYSVILLE  NATIONAL  CORPORATION

                                            INDEX TO FORM 10-K REPORT
<S>           <C>                                                                                  <C>
                                                                                                   PAGE
              -------------------------------------------------------------------------------------
I. . . . . .  PART I.

  Item 1.     Business                                                                                4
  Item 2.     Properties                                                                             15
  Item 3.     Legal Proceedings                                                                      17
  Item 4.. .  Submission of Matters to a Vote of Security Holders .                                  18

II.. . . . .  PART II.

  Item 5.     Market for Registrant's Common Stock and Related Shareholder Matters                   19
  Item 6.     Selected Financial Data                                                                19
  Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations  19
  Item 7.A..  Quantitative and Qualitative Disclosure about Market Risk                              19
  Item 8.     Financial Statements and Supplementary Data                                            19
  Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   19

III. . . . .  PART III.

  Item 10.    Directors and Executive Officers of the Registrant                                     20
  Item 11.    Executive Compensation                                                                 21
  Item 12.    Security Ownership of Certain Beneficial Owners and Management                         21
  Item 13.    Certain Relationships and Related Transactions                                         21

IV.. . . . .  PART IV.

  Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K                        22

  Signatures                                                                                         25
</TABLE>

PAGE 3
                                     PART I

Item  1.  Business.
-------

History  and  Business
----------------------

     Harleysville  National  Corporation,  a  Pennsylvania  corporation  (the
Corporation),  was  incorporated  in  June  1982.  On  January  1,  1983,  the
Corporation became the parent bank holding company of Harleysville National Bank
and  Trust  Company (HNB), established in 1909, a wholly owned subsidiary of the
Corporation.  On  February  13,  1991,  the  Corporation  acquired  all  of  the
outstanding  common  stock of Citizens National Bank (CNB), established in 1903.
On June 1, 1992, the Corporation acquired all of the outstanding stock of Summit
Hill  Trust  Company  (Summit  Hill).  On September 25, 1992, Summit Hill merged
into  CNB  and  is now operating as a branch office of CNB.  On July 1, 1994 the
Corporation  acquired  all  of  the  outstanding stock of Security National Bank
(SNB),  established in 1988.   On March 1, 1996, the Corporation acquired all of
the  outstanding  common stock of Farmers & Merchants Bank ("F & M").  F & M was
merged  into  CNB  and is now operating as a branch office of CNB.  On March 17,
1997, the HNC Financial Company was incorporated as a Delaware Corporation.  HNC
Financial  Company's  principal  business  function  is to expand the investment
opportunities of the Corporation.  On January 20, 1999, the Corporation acquired
all of the outstanding stock of Northern Lehigh Bancorp, Inc., parent company of
Citizens  National  Bank  of  Slatington.  The  Corporation  is primarily a bank
holding  company  that  provides  financial  services  through  its  three  bank
subsidiaries.   Since  commencing  operations,  the  Corporation's  business has
consisted  primarily  of managing HNB, CNB and SNB (collectively the Banks), and
its  principal  source  of  income  has  been  dividends paid by the Banks.  The
Corporation  is  registered  as  a  bank  holding company under the Bank Holding
Company  Act  of  1956.

      The  Banks  are national banking associations under the supervision of the
Office  of the Comptroller of the Currency (the OCC).  The Corporation and HNB's
legal  headquarters  are  located at 483 Main Street, Harleysville, Pennsylvania
19438.  CNB's  legal  headquarters  is  located  at  13-15  West  Ridge  Street,
Lansford,  Pennsylvania  18232.  SNB's  legal  headquarters  is  located  at One
Security  Plaza,  Pottstown,  Pennsylvania 19464.  HNC Financial Company's legal
headquarters is located at 300 Delaware Avenue, Suite 1704, Wilmington, Delaware
19801.

       In  addition  to  historical  information,  this  Form  10-K  contains
forward-looking  statements.  We  have  made  forward-looking statements in this
document, and in documents that we incorporate by reference, that are subject to
risks  and  uncertainties.  Forward-looking  statements  include the information
concerning  possible  or  assumed  future  results of operations of Harleysville
National  Corporation  and  its  subsidiaries.  When  we  use  words  such  as
"believes,"  "expects,"  "anticipates,"  or  similar  expressions, we are making
forward-looking  statements.

        Shareholders  should note that many factors, some of which are discussed
elsewhere  in  this  document  and  in  the  documents  that  we  incorporate by
reference,  could  affect  the future financial results of Harleysville National
Corporation  and  its  subsidiaries  and  could  cause  actual results to differ
materially  from  those expressed in the forward-looking statements contained or
incorporated  by  reference  in  this  document.  These  factors  include  the
following:

-     operating,  legal  and  regulatory  risks;
-     economic,  political  and  competitive  forces  affecting  our  banking,
securities,  asset  management  and  credit  services  businesses;  and
-     the  risk  that  our analyses of these risks and forces could be incorrect
and/or  that  the  strategies  developed  to address them could be unsuccessful.


      As  of  December  31,  1999,  the  Corporation  had  total  assets  of
$1,635,679,000, total shareholders' equity of $129,660,000 and total deposits of
$1,231,265,000.

      The  Banks  engage  in  the  full-service  commercial  banking  and  trust
business,  including  accepting  time  and  demand  deposits, making secured and
unsecured  commercial  and  consumer  loans,  financing commercial transactions,
making  construction  and  mortgage  loans  and performing corporate pension and
personal  trust  services.  Their  deposits  are  insured by the Federal Deposit
Insurance  Corporation  to the extent provided by law.  The Banks have 35 branch
offices  located  in  Montgomery,  Bucks,  Carbon,  Wayne,  Chester,  Lehigh,
Northampton  and Schuylkill counties, Pennsylvania, 22 of which are owned by the
Banks  and  13  of  which  are  leased  from  third  parties.

      The Banks enjoy a stable base of core deposits and are leading community
banks in their service areas.  The Banks believe they have gained their position

PAGE 4

as  a  result  of  a  customer-oriented  philosophy  and  a strong commitment to
service.  Senior  management  has  made  the  development of a sales orientation
throughout  the  Banks  one  of  their  highest  priorities  and emphasizes this
objective  with  extensive  training  and  sales  incentive  programs  that  the
Corporation  believes are unusual for community banks.  The Banks maintain close
contact  with  the  local business community to monitor commercial lending needs
and  believe  they  respond  to  customer requests quickly and with flexibility.
Management  believes  these  competitive  strengths  are  reflected  in  the
Corporation's  results  of  operations.

      As  of  December  31,  1999,  the  Corporation  and  the  Banks  employed
approximately  517  full-time  equivalent employees.  The Corporation provides a
variety  of  employment  benefits  and  considers  its  relationships  with  its
employees  to  be  satisfactory.

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

      The  Banks  compete  actively  with  other  eastern Pennsylvania financial
institutions,  many  larger  than  the  Banks,  as  well  as  with financial and
non-financial  institutions  headquartered  elsewhere.  The  Banks are generally
competitive  with all competing institutions in their service areas with respect
to  interest rates paid on time and savings deposits, service charges on deposit
accounts,  interest  rates  charged  on  loans,  and  fees and charges for trust
services.  At  December 31, 1999, HNB's legal lending limit to a single customer
was  $14,426,000  and  CNB's and SNB's legal lending limits to a single customer
were  $3,246,000  and  $1,441,000,  respectively.  Many of the institutions with
which  the  Banks compete are able to lend significantly more than these amounts
to  a  single  customer.

Supervision  and  Regulation  -  The  Registrant
------------------------------------------------

       On  November  12,  1999,  President  Clinton  signed  into  law  the
Gramm-Leach-Bliley  Act  of 1999, the Financial Services Modernization Act.  The
Financial  Services  Modernization Act repeals the two affiliation provisions of
the  Glass-Steagall  Act:

-     Section  20,  which  restricted  the affiliation of Federal Reserve Member
Banks  with  firms "engaged principally" in specified securities activities; and
-     Section  32,  which  restricts  officer,  director  or employee interlocks
between a member bank and any company or person "primarily engaged" in specified
securities  activities.

In  addition,  the Financial Services Modernization Act also contains provisions
that  expressly  preempt any state law insurance.  The general effect of the law
is  to  establish  a  comprehensive  framework  to  permit  affiliations  among
commercial  banks,  insurance  companies,  securities  firms and other financial
service  providers  by  revising  and  expanding  the  Bank  Holding Company Act
framework  to  permit  a  holding  company  system  to engage in a full range of
financial  activities  through  a new entity known as Financial Holding Company.
"Financial activities" is broadly defined to include not only banking, insurance
and  securities  activities, but also merchant banking and additional activities
that  the  Federal  Reserve,  in  consultation  with  the Secretary of Treasury,
determines  to  be financial in nature, incidental to such financial activities,
or  complementary  activities  that do not pose a substantial risk to the safety
and  soundness  of  depository  institutions  or the financial system generally.

PAGE 5

     Generally,  the  Financial  Services  Modernization  Act:

-     Repeals  historical restrictions on, and eliminates many federal and state
law  barriers  to,  affiliations  among  banks,  securities  firms,  insurance
companies,  and  other  financial  service  providers;
-     Provides  a  uniform  framework  for  the  functional  regulation  of  the
activities  of  banks,  savings  institutions  and  their  holding  companies;
-     Broadens  the  activities that may be conducted by national banks, banking
subsidiaries  of  bank  holding  companies,  and  their  financial subsidiaries;
-     Provides  an  enhanced  framework  for  protecting the privacy of consumer
information;
-     Adopts  a  number of provisions related to the capitalization, membership,
corporate  governance  and  the other measures designed to modernize the Federal
Home  Loan  Bank  system;
-     Modifies  the  laws  governing  the  implementation  of  the  Community
Reinvestment  Act;  and
-     Addresses  a  variety  of other legal and regulatory issues affecting both
day-to-day  operations  and  long-term  activities  of  financial  institutions.

     In  order for the Corporation to take advantage of the ability to affiliate
with  other  financial  services  providers,  the  Corporation  must  become  a
"Financial  Holding Company" as permitted under an amendment to the Bank Holding
Company  Act.  To become a Financial Holding Company, the Corporation would file
a  declaration  with  the  Federal  Reserve,  electing  to  engage in activities
permissible  for  Financial Holding Companies and certifying that it is eligible
to  do  so  because  all  of its insured depository institution subsidiaries are
well-capitalized  and  well-managed.  In  addition,  the  Federal  Reserve  must
determine that each insured depository institution subsidiary of the Corporation
has  at  least  a  satisfactory CRA rating.  The Corporation currently meets the
requirements  to  make  an  election to become a Financial Holding Company.  The
Corporation's management has not determined at this time whether it will seek an
election  to  become  a Financial Holding Company.  The Corporation is examining
its  strategic  business  plan to determine whether, based on market conditions,
the  relative  financial  conditions  of  the  Corporation and its subsidiaries,
regulatory  requirements,  general  economic  conditions, and other factors, the
Corporation  desires  to  utilize  any  of  its  expanded powers provided in the
Financial  Service  Modernization  Act.

     The  Financial  Services  Modernization  Act also permits national banks to
engage  in  expanded activities through the formation of financial subsidiaries.
A  national  bank  may  have a subsidiary engaged in any activity authorized for
national  banks  directly  or  any  financial  activity,  except  for  insurance
underwriting,  insurance  investments, real estate investment or development, or
merchant  banking,  which  may  only  be  conducted  through  a  subsidiary of a
Financial  Holding  Company.  Financial  activities  include  all  activities
permitted  under  new  sections  of the Bank Holding Company Act or permitted by
regulation.

     A  national  bank  seeking  to have a financial subsidiary, and each of its
depository  institution  affiliates,  must  be  "well-capitalized"  and
"well-managed."  The  total  assets of all financial subsidiaries may not exceed
the lesser of 45% of a bank's total assets or $50 billion.  A national bank must
exclude  from  its  assets and equity all equity investments, including retained
earnings,  in  a  financial subsidiary.  The assets of the subsidiary may not be
consolidated  with  risk  and  protect  the  bank  from such risks and potential
liabilities.

     The  Corporation  and  the Banks do not believe that the Financial Services
Modernization  Act  will have a material adverse effect on our operations in the
near-term.  However,  to the extent that it permits banks, securities firms, and
insurance companies to affiliate, the financial services industry may experience
further  consolidation.  The Financial Services Modernization Act is intended to
grant  to  community  banks  certain  powers  as  a  matter of right that larger
institutions  have  accumulated  on an ad hoc basis.  Nevertheless, this act may
have the result of increasing the amount of competition that the company and the
bank  face  from  larger  institutions  and  other  types  of companies offering
financial  products,  many  of  which  may  have  substantially  more  financial
resources  than  the  company  bank.

PAGE 6
              From  time to time, various types of federal and state legislation
have  been  proposed  that  could  result  in  additional  regulation  of,  and
restrictions  on,  the  business  of  the  Corporation and the Banks.  We cannot
predict  whether  the  legislation  will  be  enacted  or,  if  enacted, how the
legislation  would  affect  the business of the Corporation and the Banks.  As a
consequence  of the extensive regulation of commercial banking activities in the
United  States,  the  Corporation's  and  the  Banks'  business  is particularly
susceptible  to  being  affected by federal legislation and regulations that may
increase  the  costs of doing business.  Except as specifically described above,
management  believes  that  the  effect  of the provisions of the aforementioned
legislation  on  liquidity,  capital  resources and results of operations of the
Corporation  will  be  immaterial.

             Management  is  not  aware  of  any  other  current  specific
recommendations by regulatory authorities or proposed legislation, which if they
were  implemented,  would  have  a  material  adverse effect upon the liquidity,
capital  resources,  or  results  of  operations,  although  the general cost of
compliance  with  numerous  and  multiple federal and state laws and regulations
does  have,  and  in the future may have, a negative impact on the Corporation's
results  of  operations.

                Further, the business of the Corporation is also affected by the
state  of  the financial services industry in general.  As a result of legal and
industry  changes,  management  predicts  that  the  industry  will  continue to
experience  an  increase in consolidations and mergers as the financial services
industry  strives  for  greater  cost efficiencies and market share.  Management
also  expects  increased  diversification  of  financial  products  and services
offered  by  the  Banks  and  its  competitors.   Management  believes that such
consolidations  and  mergers,  and  diversification of products and services may
enhance  the  Banks'  competitive  position.

Pending  Legislation
--------------------

     Management  is  not  aware of any other current specific recommendations by
regulatory  authorities or proposed legislation which, if they were implemented,
would  have  a material adverse effect upon the liquidity, capital resources, or
results of operations, although the general cost of compliance with numerous and
multiple federal and state laws and regulations does have, and in the future may
have,  a  negative  impact  on  the  Corporation's  results  of  operations.

Effects  of  Inflation
----------------------

    Inflation  has  some  impact  on  the Corporation's and the Banks' operating
costs.  Unlike  many  industrial  companies,  however,  substantially all of the
Banks'  assets  and  liabilities  are monetary in nature.  As a result, interest
rates  have  a  more  significant  impact  on  the  Corporation's and the Banks'
performance  than  the  general level of inflation.  Over short periods of time,
interest  rates  may  not  necessarily move in the same direction or in the same
magnitude  as  prices  of  goods  and  services.

Effect  of  Government  Monetary  Policies
------------------------------------------

     The  earnings  of  the  Corporation  are  and  will be affected by domestic
economic  conditions  and  the monetary and fiscal policies of the United States
government and its agencies.  An important function of the Federal Reserve is to
regulate  the  money  supply  and interest rates.  Among the instruments used to
implement  those  objectives  are  open  market  operations  in  United  States
government  securities  and  changes in reserve requirements against member bank
deposits.  These  instruments  are  used  in  varying  combinations to influence
overall  growth  and  distribution  of bank loans, investments and deposits, and
their  use  may  also  affect  rates  charged  on  loans  or  paid for deposits.

     The  Banks  are members of the Federal Reserve and, therefore, the policies
and  regulations  of  the  Federal  Reserve  have  a  significant  effect on its
deposits,  loans  and  investment growth, as well as the rate of interest earned
and  paid,  and are expected to affect the Banks' operations in the future.  The

PAGE 7

effect of such policies and regulations upon the future business and earnings of
the  Corporation  and  the  Banks  cannot  be  predicted.

Environmental  Regulations
--------------------------

     There are several federal and state statutes which regulate the obligations
and  liabilities  of  financial institutions pertaining to environmental issues.
In  addition to the potential for attachment of liability resulting from its own
actions,  a  bank may be held liable under certain circumstances for the actions
of  its  borrowers,  or third parties, when such actions result in environmental
problems  on properties that collateralize loans held by the bank.  Further, the
liability  has  the potential to far exceed the original amount of a loan issued
by  the  bank.  Currently,  neither the Corporation nor the Banks are a party to
any  pending legal proceeding pursuant to any environmental statute, nor are the
Corporation  and  the  Banks  aware  of  any circumstances that may give rise to
liability  under  any  such  statute.

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

     The  operations  of  the  Banks  are  subject to federal and state statutes
applicable  to  banks  chartered under the banking laws of the United States, to
members  of  the  Federal Reserve and to banks whose deposits are insured by the
FDIC.  The  Banks'  operations  are  also subject to regulations of the OCC, the
Federal  Reserve and the FDIC. The primary supervisory authority of the Banks is
the  OCC,  who regularly examines the Banks.  The OCC has authority to prevent a
national  bank  from  engaging  in unsafe or unsound practices in conducting its
business.

     Federal  and state banking laws and regulations govern, among other things,
the  scope  of  a bank's business, the investments a bank may make, the reserves
against  deposits  a  bank  must  maintain, loans a bank makes and collateral it
takes,  the  activities of a bank with respect to mergers and consolidations and
the  establishment  of  branches.

     As  a  subsidiary  bank of a bank holding company, the Banks are subject to
certain  restrictions  imposed  by  the Federal Reserve Act on any extensions of
credit  to  the  bank holding company or its subsidiaries, or investments in the
stock  or other securities as collateral for loans.  The Federal Reserve Act and
Federal  Reserve  regulations  also  place  certain  limitations  and  reporting
requirements  on extensions of credit by a bank to principal shareholders of its
parent holding company, among others, and to related interests of such principal
shareholders. In addition, such legislation and regulations may affect the terms
upon  which any person becoming a principal shareholder of a holding company may
obtain  credit  from  banks  with  which  the  subsidiary  bank  maintains  a
correspondent  relationship.

     Under  the  Federal  Deposit  Insurance Act, the OCC possesses the power to
prohibit  institutions  regulated by it (such as the Banks) from engaging in any
activity that would be an unsafe and unsound banking practice or would otherwise
be  in  violation  of  the  law.

     Under the Community Reinvestment Act of 1977, the OCC is required to assess
the  record  of all financial institutions regulated by it to determine if these
institutions  are  meeting  the credit needs of the community, including low and
moderate  income  neighborhoods,  which  they serve and to take this record into
account  in  its  evaluation of any application made by any of such institutions
for, among other things, approval of a branch or other deposit facility,  office
relocation,  a  merger  or  an  acquisition  of  bank  shares.  The  Financial
Institutions  Reform,  Recovery  and  Enforcement Act of 1989 amended the CRA to
require, among other things, that the OCC make publicly available the evaluation
of  a  bank's  record  of  meeting  the  credit  needs  of its entire community,
including low and moderate income neighborhoods.  This evaluation will include a
descriptive  rating  like  "outstanding",  "satisfactory", "needs to improve" or
"substantial noncompliance" and a statement describing the basis for the rating.
These  ratings  are  publicly  disclosed.

     Under  the  Bank  Secrecy  Act,  banks and other financial institutions are
required to report to the Internal Revenue Service currency transactions of more
than  $10,000  or  multiple transactions of which a bank is aware in any one day
that  aggregate in excess of $10,000.  Civil and criminal penalties are provided
under the Bank Secrecy Act for failure to file a required report, for failure to
supply  information  required  by  the Bank Secrecy Act or for filing a false or
fraudulent  report.

PAGE 8

     The  Federal Deposit Insurance Corporation Improvement Act of 1991 requires
that  institutions  must be classified, based on their risk-based capital ratios
into  one  of  five  defined categories, as illustrated below, well capitalized,
adequately  capitalized,  undercapitalized,  significantly  undercapitalized and
critically  undercapitalized.

<TABLE>
<CAPTION>
                                Total    Tier 1  Under a
                                Risk     Risk    Tier 1    Capital
                                Based    Based   Leverage  Order or
                                Ratio    Ratio    Ratio    Directive
                                -----   ------  --------  ---------
<S>                             <C>      <C>     <C>       <C>

CAPITAL CATEGORY
------------------------------
Well capitalized . . . . . . .  >  10.0   > 6.0     > 5.0    NO
                                -  ----   - ----    - ----
Adequately capitalized . . . .  >   8.0   > 4.0     > 4.0*
                                -  ----   - ----    - ----
Undercapitalized . . . . . . .  <   8.0   < 4.0     < 4.0*
Significantly undercapitalized  <   6.0   < 3.0     < 3.0
Critically undercapitalized. .                      < 2.0

</TABLE>

*3.0  for  those  banks  having  the  highest  available  regulatory  rating.

      In the event an institution's capital deteriorates to the undercapitalized
category  or  below,  FDICIA  prescribes  an  increasing  amount  of  regulatory
intervention,  including:  the  institution  of a capital restoration plan and a
guarantee  of  the  plan by a parent institution; and the placement of a hold on
increases  in  assets,  number of branches or lines of business.  If capital has
reached  the  significantly  or  critically  undercapitalized  levels,  further
material  restrictions  can  be  imposed,  including
restrictions  on  interest  payable on accounts, dismissal of management and, in
critically  undercapitalized  situations,  appointment  of a receiver.  For well
capitalized  institutions, FDICIA provides authority for regulatory intervention
where the institution is deemed to be engaging in unsafe or unsound practices or
receives  a  less than satisfactory examination report rating for asset quality,
management,  earnings  or  liquidity.  All but well capitalized institutions are
prohibited  from  accepting brokered deposits without prior regulatory approval.
Under  FDICIA,  financial  institutions  are  subject  to  increased  regulatory
scrutiny  and  must comply with certain operational, managerial and compensation
standards  to  be  developed  by Federal Reserve Board regulations.  FDICIA also
requires  the  regulators  to  issue  new  rules  establishing  certain  minimum
standards  to  which  an institution must adhere including standards requiring a
minimum  ratio  of  classified  assets to capital, minimum earnings necessary to
absorb  losses and minimum ratio of market value to book value for publicly held
institutions.  Additional  regulations  are required to be developed relating to
internal  controls,  loan  documentation,  credit  underwriting,  interest  rate
exposure,  asset  growth  and  excessive  compensation,  fees  and  benefits.

       Annual  full-scope,  on site regulatory examinations are required for all
the FDIC-insured institutions except institutions with assets under $100 million
which  are  well capitalized, well-managed and not subject to a recent change in
control,  in  which case, the examination period is every 18 months.  Banks with
total  assets  of $500 million or more, as of the beginning of fiscal year 1993,
are required to submit to their supervising federal and state banking agencies a
publicly available annual audit report. The independent accountants of such bank
are  required  to  attest  to  the accuracy of management's report regarding the
internal  control  structure  of  the  bank.  In  addition,  such banks also are
required  to  have  an independent audit committee composed of outside directors
who are independent of management, to review with management and the independent
accountants, the reports that must be submitted to the bank regulatory agencies.
If  the  independent  accountants  resign or are dismissed, written notification
must  be  given  to  the  bank's supervising government banking agencies.  These
accounting  and  reporting reforms do not apply to an institution such as a bank
with total assets at the beginning of its fiscal year of less than $500 million,
such  as  CNB  or  SNB.

       FDICIA  also  requires  that  banking  agencies reintroduce loan-to-value
ratio  regulations  which  were  previously  repealed  by  the  1982  Act.
Loan-to-values  limit  the amount of money a financial institution may lend to a
borrower, when the loan is secured by real estate, to no more than a percentage,
set  by  regulation,  of  the  value  of  the  real  estate.

PAGE 9

     A  separate  subtitle  within  FDICIA,  called  the "Bank Enterprise Act of
1991",  requires  "truth-in-savings"  on  consumer  deposit  accounts  so  that
consumers  can make meaningful comparisons between the competing claims of banks
with  regard  to deposit accounts and products.  Under this provision, a bank is
required  to  provide  information  to  depositors concerning the terms of their
deposit  accounts,  and  in particular, to disclose the annual percentage yield.
The  operational cost of complying with the Truth-In-Savings law had no material
impact  on  liquidity,  capital  resources  or  reported  results of operations.

      While  the  overall  impact  of  fully  implementing all provisions of the
FDICIA  cannot  be  accurately  calculated,  Management  believes  that  full
implementation  of  the  FDICIA  had  no  material  impact on liquidity, capital
resources  or  reported  results  of  operation  in  future  periods.

     From time to time, various types of federal and state legislation have been
proposed  that could result in additional regulation of, and restriction on, the
business of the Banks.  It cannot be predicted whether any such legislation will
be adopted or, if adopted, how such legislation would affect the business of the
Banks.  As  a  consequence  of  the  extensive  regulation of commercial banking
activities in the United States, the Banks' business is particularly susceptible
to  being  affected by federal legislation and regulations that may increase the
costs  of  doing  business.

Year  2000
----------

    Many  existing  computer  programs use only two digits to identify a year in
the  date field.  These programs were designed and developed without considering
the  impact  of  the  change  in  the  century.  If not corrected, many computer
applications  could  fail  or  create  erroneous  results by or at the Year 2000
(Y2K).  The  Year  2000 issue affects virtually all companies and organizations.

     The  Corporation  did not experience problems associated with the Y2K issue
and  has  not  found Y2K problems with its related third parties, as of February
29,  2000.  The  Corporation's  third parties include its vendors and commercial
customers.  The  Corporation  continues  to monitor its own computer systems for
Y2K  problems  and  will continue to investigate any potential problems with its
related  third  parties.

     The  Corporation  prepared a Y2K budget and has tracked expenses related to
the  Y2K  issue.  As of December 31, 1999, the Corporation expensed $381,000 and
capitalized  fixed assets of $116,000 during the last three years to address the
Y2K  issue.

Statistical  Data
-----------------

     The  information  for  this  item  is  listed  below and is incorporated by
reference  to  pages  25  through  32  of  the  Corporation's  Annual  Report to
Shareholders  for  the  year ended December 31, 1999 which pages are included at
Exhibit  (13)  to  this  Annual  Report  on  Form  10-K.

<TABLE>
<CAPTION>

INVESTMENT  PORTFOLIO

  The  following  shows  the  carrying  value  of  the  Corporation's investment
securities  held  to  maturity:


(Dollars in Thousands)                              1999     1998     1997
                                                   -------  -------  -------
<S>                                                <C>      <C>      <C>
U. S. Treasury notes. . . . . . . . . . . . . . .  $ 1,000  $     -  $     -
Obligations of other U.S. Government agencies
     and corporations . . . . . . . . . . . . . .        -    6,816   21,707
Obligations of states and political subdivisions.   21,450   17,093   19,609
Mortgage-backed securities. . . . . . . . . . . .      568    1,039    2,048
Other securities. . . . . . . . . . . . . . . . .    1,253   16,572    5,323
                                                   -------  -------  -------
    Total . . . . . . . . . . . . . . . . . . . .  $24,271  $41,520  $48,687
                                                   =======  =======  =======
</TABLE>

PAGE 10

  The  following  shows  the  carrying  value  of  the  Corporation's investment
securities  available  for  sale:

<TABLE>
<CAPTION>

(Dollars in Thousands)                               1999      1998      1997
                                                   --------  --------  --------
<S>                                                <C>       <C>       <C>
U. S. Treasury notes. . . . . . . . . . . . . . .  $ 46,553  $ 44,168  $ 46,614
Obligations of other U.S. Government agencies
     And corporations . . . . . . . . . . . . . .    32,915    45,668    48,615
Obligations of states and political subdivisions.   149,213   164,226    94,488
Mortgage-backed securities. . . . . . . . . . . .   154,941    88,252    57,299
Other securities. . . . . . . . . . . . . . . . .    67,337    48,124    15,939
                                                   --------  --------  --------
    Total . . . . . . . . . . . . . . . . . . . .  $450,959  $390,438  $262,955
                                                   ========  ========  ========
</TABLE>

    There  are  no significant concentrations of securities (greater than 10% of
shareholders'  equity) in any individual security issuer.  The maturity analysis
of  investment securities held to maturity, Including the weighted average yield
for  each  category  as  of  December  31,  1999,  is  as  follows:

<TABLE>
<CAPTION>

                                        Under         1 - 5        5 - 10      Over
                                        1 year        years        years     10 years    Total
----------------------------------  --------------  --------   ----------    --------    -----
(Dollars in thousands)
<S>                                 <C>             <C>       <C>         <C>         <C>
U.S. Treasury notes:
        Carrying value . . . . . .  $         500   $   500   $       -   $     -     $ 1,000
        Weighted average yield.. .           6.24%     6.31%          - %       - %      6.28%
        Weighted average maturity.                                                1 yr  0 mos
Obligations of states and
        Political subdivisions:
        Carrying value . . . . . .            771       596       1,915    18,168      21,450
        Weighted average yield . .           9.03%     8.55%       9.46%     8.57%       8.66%
        Weighted average maturity.                                               10 yrs 7 mos
Mortgage-backed securities:
        Carrying value . . . . . .             -         -          568         -         568
        Weighted average yield . .             - %       - %       6.63%        - %      6.63%
        Weighted average maturity.                                                2 yrs 0 mos
Other securities:
        Carrying value . . . . . .            250     1,003          -          -       1,253
        Weighted average yield . .           9.07%     7.09%         - %        - %      7.49%
        Weighted average maturity.                                                2 yrs 5 mos
Total:
        Carrying value . . . . . .  $       1,521   $ 2,099   $   2,483   $18,168     $24,271
        Weighted average yield . .           8.12%     6.89%       8.82%     8.57%       8.45%
        Weighted average maturity.                                                9 yrs 7 mos
</TABLE>

The  maturity  analysis of securities available for sale, including the weighted
average  yield  for  Each  category,  as  of  December  31,  1999 is as follows:

PAGE 11

<TABLE>
<CAPTION>


                                        Under      1 - 5     5 - 10     Over
(Dollars in thousands)                 1 year      years     Years    10 years      Total
                                    ------------   -----     -----    --------     --------
<S>                                 <C>           <C>       <C>       <C>          <C>
U.S. Treasury notes:
        Amortized cost                  $17,526    $28,931   $    -    $     -     $ 46,457
        Weighted average yield             5.89%      6.15%       - %        - %       6.05%
        Weighted average maturity.                                             1 yr   8 mos
Obligations of other U.S.
        Government agencies and
         corporations:
        Amortized cost                        -         -      33,745         -       33,745
        Weighted average yield                - %       - %      6.76%        - %       6.76%
        Weighted average maturity.                                              7 yrs  9 mos
Obligations of states and
        political subdivisions:
        Amortized cost                    3,200      3,121      9,144    142,067     157,532
        Weighted average yield             6.03%      8.04%      8.17%      7.72%       7.72%
        Weighted average maturity.                                              14 yrs 0 mos
Mortgage-backed securities:
        Amortized cost                        -         -      15,325    143,343     158,668
        Weighted average yield                - %       - %      6.43%      6.58%       6.56%
        Weighted average maturity.                                              6 yrs  8 mos
Other securities:
        Amortized cost                        -       5,828    26,356     37,385      69,569
        Weighted average yield                - %      6.44%     6.35%      6.90%       6.65%
        Weighted average maturity.                                              12 yrs 4 mos
Total:
        Amortized Cost                   $20,726    $37,880   $84,570   $322,795    $465,971
        Weighted average yield              5.91%      6.35%     6.72%      7.12%       6.92%
        Weighted average maturity.                                              9 yrs  7 mos
</TABLE>
<TABLE>
<CAPTION>

LOANS

  The  following  table  shows  the  composition  of  the  Banks'  Loans:
                                             December  31,
                                             -------------

(Dollars in thousands)         1999       1998      1997      1996      1995
                            ----------  --------  --------  --------  --------
<S>                         <C>         <C>       <C>       <C>       <C>
Real estate. . . . . . . .  $  337,260  $318,048  $259,801  $252,632  $241,048
Commercial and industrial.     280,136   245,648   233,187   199,970   194,152
Consumer loans . . . . . .     348,865   270,445   254,399   243,006   206,070
Lease financing. . . . . .      94,909    68,753    55,413    49,623    43,942
                            ----------  --------  --------  --------  --------
       Total loans. . . .  $ 1,061,170  $902,894  $802,800  $745,231  $685,212
                            ==========  ========  ========  ========  ========
</TABLE>

  The  following  table  details  maturities  and  interest  sensitivity of real
estate,  commercial  and  industrial,  consumer  loans  and  lease  financing at
December  31,  1999:

<TABLE>
<CAPTION>

                                        Within   1 -  5     Over
<S>                                    <C>      <C>       <C>       <C>
(Dollars in thousands). . . . .         1 year    years    5 years     Total
                                        ------    -----    -------     --------
Real estate                             $ 70,037  $139,309  $127,914  $  337,260
Commercial and industrial                152,848    83,655    43,633     280,136
Consumer                                  84,690   195,983    68,192     348,865
Lease financing                           31,380    63,529         -      94,909
                                        --------  --------  --------  ----------
     Total                              $338,955  $482,476  $239,739  $1,061,170
                                        ========  ========  ========  ==========
Loans with variable or
    floating interest rates             $229,944  $ 61,476  $      -  $  291,420
Loans with fixed predetermined
    interest rates                       109,011   421,000   239,739     769,750
                                        --------  --------  --------  ----------
     Total                              $338,955  $482,476  $239,739  $1,061,170
                                        ========  ========  ========  ==========
</TABLE>

The  following  table details those loans that were placed on nonaccrual status,
were  accounted for as troubled debt restructuring or were delinquent by 90 days
or  more  and  still  accruing  interest:

PAGE 12

<TABLE>
<CAPTION>
                                          December 31,

(Dollars in thousands)         1999    1998    1997    1996    1995
                              ------  ------  ------  ------  -------
<S>                           <C>     <C>     <C>     <C>     <C>
Nonaccrual loans . . . . . .  $3,690  $3,696  $3,730  $5,090  $10,635
Trouble debt restructurings.     465     583   1,099   1,717    1,183
Delinquent loans . . . . . .     269   1,350   2,341   2,053    1,911
                              ------  ------  ------  ------  -------
       Total . . . . . . . .  $4,424  $5,629  $7,170  $8,860  $13,729
                              ======  ======  ======  ======  =======
</TABLE>
<TABLE>
<CAPTION>

ALLOWANCE  FOR  LOAN  LOSSES
    A  summary  of  the  allowance  for  loan  losses  is  as  follows:
                                                        December  31,

(Dollars in thousands)                1999       1998       1997       1996       1995
                                    ---------  ---------  ---------  ---------  ---------
<S>                                 <C>        <C>        <C>        <C>        <C>
Average loans. . . . . . . . . . .  $973,398   $839,102   $763,000   $704,032   $651,955
                                    =========  =========  =========  =========  =========

Allowance, beginning of period . .  $ 13,706   $ 12,592   $ 11,228   $ 10,353   $  8,592
                                    ---------  ---------  ---------  ---------  ---------
Loans charged off:
       Commercial and industrial .       108        217         66        453        240
       Consumer. . . . . . . . . .       627        630      1,057        615        286
       Real estate . . . . . . . .       723        424        544        412        178
       Consumer. . . . . . . . . .       226        145         78         33         39
                                    ---------  ---------  ---------  ---------  ---------
       Total loans charged off . .     1,684      1,416      1,745      1,513        743
                                    ---------  ---------  ---------  ---------  ---------
Recoveries:
       Commercial and industrial .        28         94        113         84        143
       Consumer. . . . . . . . . .       105        100        124         59         82
       Real estate . . . . . . . .        94         88        264         30          1
       Lease financing . . . . . .        52         18         18         18         36
                                    ---------  ---------  ---------  ---------  ---------
       Total recoveries. . . . . .       279        300        519        191        262
                                    ---------  ---------  ---------  ---------  ---------
Net loans charged off. . . . . . .     1,405      1,116      1,226      1,322        481
                                    ---------  ---------  ---------  ---------  ---------
Provision for loan losses. . . . .     1,907      2,230      2,590      2,197      2,242
                                    ---------  ---------  ---------  ---------  ---------
Allowance, end of period . . . . .  $ 14,208   $ 13,706   $ 12,592   $ 11,228   $ 10,353
                                    =========  =========  =========  =========  =========
Ratio of net charge offs to
        Average loans outstanding.      0.14%      0.13%      0.16%      0.19%      0.07%
                                    =========  =========  =========  =========  =========
</TABLE>

   The following table sets forth an allocation of the allowance for loan losses
by  category.  The  specific  allocations  in  any  particular  category  may be
reallocated  in  the  future  to  reflect then current conditions.  Accordingly,
management  considers  the  entire allowance to be available to absorb losses in
any  category.

<TABLE>
<CAPTION>
                                                                        December  31,
                                       ----------------------------------------------------------------------------

                                1999               1998                 1997                 1996                 1995
                             ---------           --------             ---------            --------            ---------
(Dollars in thousands)              Percent             Percent              Percent             Percent              Percent
<S>                     <C>        <C>       <C>       <C>       <C>        <C>        <C>      <C>         <C>      <C>
                          Amount   of Loans   Amount    of Loans    Amount   of Loans   Amount   of Loans   Amount    of Loans
----------------------  ---------  --------  ---------  --------  ---------  -------  ---------  -------  ---------  ----------
Commercial
      and industrial .  $   3,694       26%  $   3,729       27%  $   3,658      29%  $   3,013      27%  $   2,899   28%
Consumer . . . . . . .      4,689       33%      4,076       30%      3,959      31%      3,631      32%      3,106   30%
Real estate. . . . . .      4,547       32%      4,858       35%      4,107      33%      3,836      34%      3,727   36%
Lease financing. . . .      1,279        9%      1,044        8%        869       7%        748       7%        621    6%
                         --------   -------   --------    ------     ------    -----    -------   ------     ------  ----
     Total . . . . .       14,208      100%     13,706      100%     12,592     100%     11,228     100%     10,353  100%
                        =========  ========  =========  ========  =========  =======  =========  =======  =========  ====
</TABLE>

PAGE 13

<TABLE>
<CAPTION>

DEPOSIT  STRUCTURE

      The  following  table  is  a  distribution  of  average  balances  and  average  rates  paid  on  the
deposit  categories  for  the  last  three  years:
                                                         December  31,
                                  ------------------------------------------------------
                                        1999              1998             1997
                                     -----------         --------         -------
(Dollars in thousands)             Amount    Rate    Amount   Rate    Amount   Rate
                                   ------    ----    ------   ----    ------  ----------
<S>                            <C>           <C>     <C>   <C>     <C>        <C>
Demand - noninterest-bearing   $  181,147      --%  $158,332    --%  $142,358    --%
Demand -- interest-bearing        139,841    1.29%   121,873  1.57%   106,951  1.63%
Money market and savings          384,314    2.98%   343,954  3.16%   308,537  3.09%
Time -- under $100,000            343,657    5.35%   324,674  5.52%   316,799  5.54%
Time -- $100,000 or greater       110,418    5.11%    88,206  5.49%    66,093  5.50%
                                ----------          --------         --------
         Total                 $1,159,377         $1,037,039         $940,738
                               ==========        ===========         ========
</TABLE>

     The  maturity  distribution of certificates of deposit of $100,000 and over
is  as  follows:

<TABLE>
<CAPTION>
                                          December  31,

(Dollars in thousands)               1999     1998     1997
                                   --------  -------  -------
<S>                                <C>       <C>      <C>
Three months or less. . . . . . .  $ 71,708  $50,023  $45,098
Over three months to six months .    29,915   20,942   14,002
Over six months to twelve months.    17,961   10,047    7,812
Over twelve months. . . . . . . .     8,095    9,456    4,163
                                   --------  -------  -------
       Total. . . . . . . . . . .  $127,679  $90,468  $71,075
                                   ========  =======  =======
</TABLE>

NET  INTEREST  INCOME

       For  analytical purposes, the following table reflects tax-equivalent net
interest  income  in  recognition  of the income tax savings on tax-exempt items
such  as interest on municipal securities and tax-exempt loans.  Adjustments are
made  using  a  statutory  federal  tax  rate  of  35%.

<TABLE>
<CAPTION>
                            Year  ended  December  31,
------------------------------------------------------

Dollars in thousands)         1999     1998     1997
                            --------  -------  -------
<S>                         <C>       <C>      <C>
Interest income. . . . . .  $106,117  $93,492  $85,827
Interest expense . . . . .    46,873   40,238   36,086
                            --------  -------  -------
Net interest income. . . .    59,244   53,254   49,741
Tax equivalent adjustment.     5,091    4,249    3,093
                            --------  -------  -------

Net interest income. . . .  $ 64,335  $57,503  $52,834
                            ========  =======  =======
</TABLE>

     The  rate  volume  analysis  set  forth  in  the  following table, which is
computed  on  a  tax-equivalent basis (tax rate of 35%), analyzes changes in net
interest  income  for  the last three years by their rate and volume components.

<TABLE>
<CAPTION>
                                     1999  over (under) 1998      1998 over (under) 1997
                                       due  to  changes  in         due  to  changes  in
                                       --------------------         ---------------------

Dollars in thousands)                 Net                          Net
<S>                                 <C>       <C>       <C>       <C>       <C>       <C>
                                    Change    Rate      Volume    Change    Rate      Volume
                                    --------  --------  --------  --------  --------  --------
INTEREST INCOME:
   Investment securities (1) . . .  $ 6,274   $   301   $ 5,973   $ 4,182   $  (579)  $ 4,761
   Loans . . . . . . . . . . . . .    8,026    (2,924)   10,950     4,966    (1,505)    6,471
   Other rate-sensitive assets . .     (833)     (115)     (718)     (327)     (133)     (194)
                                    --------  --------  --------  --------  --------  --------
       Total . . . . . . . . . . .   13,467    (2,738)   16,205     8,821    (2,217)   11,038
                                    --------  --------  --------  --------  --------  --------
PAGE 14

INTEREST EXPENSE:
   Savings deposits. . . . . . . .      466    (1,009)    1,475     1,517       135     1,382
   Time deposits . . . . . . . . .    1,290      (891)    2,181     1,562       (90)    1,652
   Borrowings and other interest-
     bearing liabilities . . . . .    4,879       154     4,725     1,073      (192)    1,265
                                    --------  --------  --------  --------  --------  --------
       Total . . . . . . . . . . .    6,635    (1,746)    8,381     4,152      (147)    4,299
                                    --------  --------  --------  --------  --------  --------
Changes in net interest income . .  $ 6,832   $  (992)  $ 7,824   $ 4,669   $(2,070)  $ 6,739
                                    ========  ========  ========  ========  ========  ========
<FN>
(1)  The  interest  earned  on  nontaxable  investment  securities and loans is shown on a tax
equivalent  basis.
</TABLE>

    Tax-equivalent  net  interest  income  was $64,335,000 for 1999, compared to
$57,503,000  for  1998,  an  increase of $6,832,000, or 11.9%.  This increase in
tax-equivalent  net  interest  income  was  primarily  due to the net $7,824,000
increase  related  to volume, partially offset by a decrease related to interest
rates  of  $992,000.  Total interest income increased $13,467,000, primarily the
result  of  higher volumes of loans and investment securities, in part offset by
the  lower loan rates experienced during 1999. Tax-equivalent interest income on
loans  grew 11.2% and tax-equivalent investment interest income increased 25.0%.
The  1999  average  loan  and  investment  volumes  increased  16.0%  and  23.5%
respectively.  The Banks experienced growth throughout all loan portfolios.  The
increase  in  investment securities was due to both the funding of a $25,000,000
of  a  capital leverage program during 1999 and the planned growth of related to
the  increase  in  deposit  funding.

     Total  interest  expense  grew $6,635,000 during 1999 or 16.5%, compared to
1998.  This growth was the result of increases in all interest-bearing liability
categories.  The  volumes  of savings deposits, time deposits and borrowings and
other  interest-bearing  liabilities  grew 12.5%, 10.0% and 97.3%, respectively.
Borrowings  and  other  interest-bearing  liabilities  include  federal  funds
purchased,  FHLB  borrowings, securities sold under agreements to repurchase and
U.S.  Treasury  notes.  The  increase  in  borrowings and other interest-bearing
liabilities  was  due to both the growth in the capital leverage program and the
loan  portfolio  during  1999.

     The  1998  tax-equivalent net interest income was $57,503,000, a $4,669,000
increase  compared to $52,834,000 for 1997.  This increase in tax-equivalent net
interest income was primarily due to the $6,739,000 increase related to volumes,
partially  offset  by  the $2,070,000 decrease in net interest income related to
rates.  The  growth  in  earning  asset volumes was in investment securities and
loans and the interest-bearing liabilities volume growth was due to increases in
all  categories.

Item  2.  Properties.
--------------------

     The  principal  executive offices of the Corporation and of HNB are located
in Harleysville, Pennsylvania in a two-story office building owned by HNB, built
in  1929.  HNB  also  owns  the  buildings in which thirteen of its branches are
located  and  leases  space  for  the other ten branches from unaffiliated third
parties  under  leases  expiring  at  various times through 2036.  The principal
executive  offices  of  CNB are located in Lansford, Pennsylvania in a two-story
office  building  owned  by  CNB.  Citizens  also  owns  the buildings where its
branches  are  located.  The  principal  executive offices of SNB are located in
Pottstown,  Pennsylvania,  in a building leased by SNB.  SNB leases its East End
and  North  End branches, and owns its Pottstown Center branch.   HNC Investment
Company  leases  an  office  in  Wilmington,  Delaware.

<TABLE>
<CAPTION>

Office                                Office Location          Owned/Leased
-----------------------------  ------------------------------  ------------

<S>                            <C>                             <C>
Harleysville. . . . . . . . .  483 Main Street                 Owned
  Harleysville PA

Skippack. . . . . . . . . . .  Route 73                        Owned
  Skippack PA

Limerick. . . . . . . . . . .  Ridge Pike                      Owned
  Limerick PA

PAGE 15

North Penn. . . . . . . . . .  Welsh & North Wales Rd          Owned
  North Wales PA

Gilbertsville . . . . . . . .  Gilbertsville Shopping          Leased
  Gilbertsville PA

Hatfield. . . . . . . . . . .  Snyder Square                   Leased
  Hatfield PA

North Broad . . . . . . . . .  North Broad Street              Owned
  Lansdale PA

Marketplace . . . . . . . . .  Marketplace Shopping            Leased
  Lansdale PA

Normandy Farms. . . . . . . .  Morris Road                     Leased
  Blue Bell PA

Horsham . . . . . . . . . . .  Babylon Business Center         Leased
  Horsham PA

Meadowood . . . . . . . . . .  Route 73                        Leased
  Worcester PA

Collegeville. . . . . . . . .  364 Main Street                 Owned
  Collegeville PA

Sellersville. . . . . . . . .  209 North Main St.              Owned
  Sellersville PA

Trainers Corner . . . . . . .  Trainers Corner Center          Leased
  Quakertown PA

Quakertown Main . . . . . . .  224 West Broad St.              Owned
  Quakertown PA

Spring House. . . . . . . . .  1017-1021 North Bethlehem Pike  Owned
  Spring House PA

Red Hill. . . . . . . . . . .  400 Main Street                 Owned
  Red Hill PA

Doylestown. . . . . . . . . .  500 East State Road . . . .     Leased
  Doylestown PA

Audubon . . . . . . . . . . .  2624 Egypt Road                 Owned
  Audubon PA

Chalfont. . . . . . . . . . .  251 West Butler Avenue          Leased
  Chalfont PA

Spring City . . . . . . . . .  44 North Main Street            Owned
  Spring City PA

PAGE 16

Royersford . . . . . . . . . . 440 W. Linfield-Trappe Road
  Royersford PA                                                Owned

Foulkeways . . . . . . . . .   1120 Meetinghouse Road
  Gwynedd PA                                                   Leased

Citizens. . . . . . . . . . .  13-15 West Ridge Street         Owned
  Lansford PA

Summit Hill . . . . . . . . .  2 East Ludlow Street            Owned
  Summit Hill PA

Lehighton . . . . . . . . . .  904 Blakeslee Blvd.             Owned
  Lehighton PA

Farmers & Merchants . . . . . 1001 Main Street                 Owned
  Honesdale PA

McAdoo. . . . . . . . . . . .  25 North Kennedy Drive          Owned
  McAdoo PA

Slatington . . . . . . . . . . 502 Main Street
  Slatington PA                                                Owned

Slatington Handi-Bank . . . .  705 Main Street
  Slatington, PA                                               Owned

Lehigh Township . . . . . . .  4421 Lehigh Drive
  Walnutport PA                                                Owned

Pottstown . . . . . . . . . .  One Security Plaza              Leased
  Pottstown PA

Pottstown . . . . . . . . . .  1450 East High Street           Leased
  Pottstown PA

Pottstown . . . . . . . . . .  930 North Charlotte Street      Leased
  Pottstown PA

Pottstown . . . . . . . . . .  Rte. 100 & Shoemaker Road       Owned
  Pottstown PA
</TABLE>

     In  management's opinion, all of the above properties are in good condition
and  are  adequate  for  the  Registrant's  and  the  Banks'  purposes.

Item  3.  Legal  Proceedings.
----------------------------

     Management,  based on consultation with the Corporation's legal counsel, is
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  subsidiaries  - Harleysville National Bank and Trust
Company,  The Citizens National Bank of Lansford, Security National Bank and HNC
Financial  Company.  In  addition,  no  material  proceedings are pending or are
known  to be threatened or contemplated against the Corporation and the Banks by
government  authorities.

PAGE 17

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

     No  matter  was  submitted  during  the fourth quarter of 1999 to a vote of
holders  of  the  Corporation's  Common  Stock.

PAGE 18

                                     PART II

Item  5.  Market  for  the  Registrant's  Common  Stock and Related  Shareholder
--------------------------------------------------------------------------------
Matters.
--------

     The information required by this Item is incorporated by reference to pages
8  and  20 of the Corporation's Annual Report to Shareholders for the year ended
December  31,  1999,  which  pages  are  included at Exhibit (13) to this Annual
Report  on  Form  10-K.


Item  6.  Selected  Financial  Data.
------------------------------------

     The  information required by this Item is incorporated by reference to page
25  of  the  Corporation's  Annual  Report  to  Shareholders  for the year ended
December  31,  1999,  which  pages  are  included at Exhibit (13) to this Annual
Report  on  Form  10-K.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of  Operations.
--------------

     The information required by this Item is incorporated by reference to pages
25  through  32  of the Corporation's Annual Report to Shareholders for the year
ended December 31, 1999, which pages are included at Exhibit (13) to this Annual
Report  on  Form  10-K.

Item  7.A.  Quantitative  and  Qualitative  Disclosure  about  Market  Risk.
----------------------------------------------------------------------------

      The  information  required  by  this  Item is incorporated by reference to
pages  29 and 30 of the Corporation's Annual Report to Shareholders for the year
ended December 31, 1999, which pages are included at Exhibit (13) to this Annual
Report  on  Form  10-K.


Item  8.  Financial  Statements  and  Supplementary  Data.
---------------------------------------------------------

     The information required by this Item is incorporated by reference to pages
8  through  24  of  the Corporation's Annual Report to Shareholders for the year
ended December 31, 1999, which pages are included at Exhibit (13) to this Annual
Report  on  Form  10-K.


Item  9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
--------------------------------------------------------------------------------
Financial  Disclosure.
---------------------

      None.

PAGE 19
                                    PART III

Item  10.  Directors  and  Executive  Officers  of  the  Registrant.
-------------------------------------------------------------------

     The  information  required  by  this Item with respect to the Corporation's
directors is incorporated by reference to pages 6 through 9 of the Corporation's
Proxy  Statement relating to the Annual Meeting of Shareholders to be held April
11,  2000.

<TABLE>
<CAPTION>

Executive  Officers  of  Registrant
-----------------------------------

Name                        Age   Position
----------------------------------------------------------------------------
S>                         <C>    <C>
Walter E. Daller, Jr. . . . 60    Chairman of the Board, President and Chief
                                  Executive Officer of the Corporation.

Demetra M. Takes . . . . .  49    President and Chief Operating Officer of
                                  Harleysville since 1998, prior position was
                                  Executive Vice President and Chief Operating
                                  Officer of Harleysville.

Fred C. Reim, Jr. . . . . . 56    President and Chief Executive Officer of
                                  Security National Bank since 1998, prior
                                  position was Senior Vice President of
                                  Harleysville.

Thomas D. Oleksa . . . . .  46    President and Chief Executive Officer of
                                  Citizens.

Vernon L. Hunsberger . . .  51    Treasurer of the Company, Senior Vice
                                  President/CFO and Cashier of Harleysville.

Geoffrey D. Brandon . . . . 34    Senior Vice President of Branch Administra-
                                  tion for Harleysville since 1998, prior
                                  position was Vice President of Harleysville.

David Crews . . . . . . . . 48    Senior Vice President of Harleysville since
                                  1998, prior position was Vice President of
                                  Business Development.

Dennis L. Detwiler . . . .  52    Senior Vice President of Harleysville.

Bruce D. Fellman. . . . . . 53    Senior Vice President of Harleysville since
                                  1998, prior position was Vice President.

James W. Hamilton . . . . . 53    Senior Vice President of Harleysville.

Clay T. Henry . . . . . . . 39    Senior Vice President and Senior Trust
                                  Officer of Harleysville since 1998, prior
                                  position was Director of Investment Services
                                  for the Pridate Brank of PNC Financial
                                  Corporation.

Linda C. Lockhart . . . . . 48    Senior Vice President of Customer Support of
                                  Harleysville since 1998, Vice President of
                                  Customer Support since 1997, Vice President
                                  of First Sterling Bank (1991 - 1996).
PAGE 20

Mikkayla B. Murray. . . . . 44    Senior Vice President of Loan Administra-
                                  tion of Harleysville.


Gregg J. Wagner . . . . . . 39    Senior Vice President of Finance of Harleys-
                                  ville since 1998, prior position was Vice
                                  President & Comptroller of Harleysville.

Harry T. Weierbach . . . .  55    Senior Vice President and Chief Investment
                                  Officer of Harleysville since 1998, Vice
                                  President (1996 to 1998), Assistant Vice
                                  President (1994 to 1998).
</TABLE>

Item  11.  Executive  Compensation.
----------------------------------

     The information required by this Item is incorporated by reference to pages
10  through  15  of  the  Corporation's  Proxy  Statement relating to the Annual
Meeting  of  Shareholders  to  be  held  April  11,  2000.

Item  12.  Security  Ownership  of  Certain  Beneficial  Owners  and Management.
-------------------------------------------------------------------------------

     The information required by this Item is incorporated by reference to pages
6  through 7 of the Corporation's Proxy Statement relating to the Annual Meeting
of  Shareholders  to  be  held  April  11,  2000.

Item  13.  Certain  Relationships  and  Related  Transactions.
-------------------------------------------------------------

     The  information required by this Item is incorporated by reference to page
20  of  the  Corporation's  Proxy  Statement  relating  to the Annual Meeting of
Shareholders  to  be  held  April  11, 2000, and to page 17 of the Corporation's
Annual  Report  to Shareholders for the year ended December 31, 1999, which page
is  included  at  Exhibit  (13)  to  this  Annual  Report  on  Form  10-K.

PAGE 21
<TABLE>
<CAPTION>
                                       PART IV
                                       -------
<S>                                                                           <C>

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
----------------------------------------------------------------------------

(a)  Financial Statements, Financial Statement Schedules and Exhibits Filed:

     (1)  Consolidated Financial Statements
                                                                                Page
----------------------------------------------------------------------------
     Harleysville National Corporation and Subsidiary:
       Consolidated Balance Sheets as of
          December 31, 1999 and 1998 . . . . . . . . . . . . . . . . . . . .      9*
       Consolidated Statements of Income for the
          Years Ended December 31, 1999, 1998
          and 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10*
       Consolidated Statements of Shareholders'
          Equity for the Years Ended
          December 31, 1999, 1998 and 1997 . . . . . . . . . . . . . . . . .     11*
       Consolidated Statements of Cash Flows
          for the Years Ended December 31, 1999,
          1998 and 1997. . . . . . . . . . . . . . . . . . . . . . . . . . .     12*
       Notes to Consolidated Financial Statements. . . . . . . . . . . . . .  13-24*
       Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . .      8*

     (2)  Financial Statement Schedules
</TABLE>

           Financial  Statements  Schedules  are  omitted  because  the required
information  is  either  not  applicable,  not  required,  or the information is
included  in  the  consolidated  financial  statements  or  notes  thereto.

     *Refers  to  the respective page of the Annual Report to Shareholders.  The
Consolidated Financial Statements and Notes to Consolidated Financial Statements
and  Auditor's  Report  thereon  on  pages  8  to  24  of  the  Annual Report to
Shareholders, are incorporated herein by reference and attached at Exhibit 13 to
this  Annual  Report  on  Form 10-K.  With the exception of the portions of such
Annual  Report  specifically incorporated by reference in this Item and in Items
1,  5,  6, 7 and 8, such Annual Report shall not be deemed filed as part of this
Annual Report on Form 10-K or otherwise subject to the liabilities of Section 18
of  the  Securities  Exchange  Act  of  1934.

PAGE 22
<TABLE>
<CAPTION>

     (3)  Exhibits

Exhibit No.    Description of Exhibits
---------------------------------------
<C>            <S>

(3.1)           Harleysville National Corporation Articles of Incorporation,
                as amended. (Incorporated by reference to Exhibit 3(a) to the
                Corporation's Registration Statement No. 33-65021 on Form
                S-4, as filed on December 14, 1995.)

(3.2)           Harleysville National Corporation By-laws. (Incorporated by
                reference to Exhibit 3(b) to the Corporation's Registration
                Statement No. 33-65021 on Form S-4, as filed on December 14,
                1995.)

(10.1)          Harleysville National Corporation 1993 Stock Incentive Plan.
                (Incorporated by Reference to Exhibit 4.3 of Registrant's
                Registration Statement No. 33-57790 on Form S-8, filed with
                the Commission on October 1, 1993.)

(10.2)          Harleysville National Corporation Stock Bonus Plan.
                (Incorporated by Reference to Exhibit 99A of Registrant's
                Registration Statement No. 33-17813 on Form S-8, filed with
                the Commission on December 13, 1996.)

(10.3)          Supplemental Executive Retirement Plan.  (Incorporated by
                Reference to Exhibit 10.3 of Registrant's Annual Report in
                Form 10-K for the year ended December 31, 1997, filed with
                the Commission on March 27, 1998.

(10.4)          Walter E. Daller, Jr., Chairman, President and Chief
                Executive Officer's employment agreement.  (Incorporated by
                Reference to Registrant's Current Report on Form 8-K, filed
                with the Commission on March 25, 1999.)

(10.5)          Demetra M. Takes, President and Chief Operating Officer of
                Harleysville employment agreement.  (Incorporated by Reference
                to the Registrant's Curent Report on Form 8-K, filed with the
                Commission on March 25, 1999.)

(10.6)          Vernon L. Hunsberger. Senior Vice President/CFO and Cashier's
                employment agreement. (Incorporated by Reference to
                Registrant's Current Report on Form 8-K, filed with the
                Commission on March 25, 1999.)

(11)            Computation of Earnings per Common Share. The information for
                this Exhibit is incorporated by reference to page 15 of the
                Corporation's Annual Report to Shareholders for the year
                ended December 31, 1999, which is included as Exhibit (13) to
                this Form 10-K Report.

(12)            Statements Re: Computation of Ratios.  The information for
                this exhibit is incorporated by reference to page 1 of the
                Corporation's Annual Report to Shareholders for the year ended
                December 31, 1999, which is included as Exhibit (13) to this
                Form 10-K Report.

(13)            Excerpts from the Corporation's 1999 Annual Report to
                Shareholders. (This excerpt includes only page 1 and pages 8
                through 32 which are incorporated in this Report by reference.)

(21)            Subsidiaries of Registrant.

(23)            Consent of Grant Thornton LLP, Independent Certified Public
                Accountants.

(27)            Financial Data Schedule.

PAGE 23

(99)            Additional Exhibits.

                     None.

(b)  Reports on Form 8-K
                During the quarter ended December 31, 1999, the Registrant did
                not file any reports on Form 8-K.
</TABLE>

PAGE 24
                               SIGNATURES
                               ----------

     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.


                                   HARLEYSVILLE  NATIONAL  CORPORATION




Date: March 3, 2000                     By:    /s/ Walter E. Daller, Jr.
-------------------------------------------------------------------------------

                                               Walter E. Daller, Jr.
                                               President
<TABLE>
<CAPTION>

     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.


Signature                                      Title                    Date
--------------------------------  --------------------------------  -------------
<S>                               <C>                               <C>
/s/ LeeAnn Bergy . . . . . . . .  Director                           March 9, 2000
--------------------------------
LeeAnn Bergy

/s/ Walter E. Daller, Jr.. . . .  Chairman of the Board, President   March 3, 2000
--------------------------------  and Chief Executive Officer and
Walter E. Daller, Jr.. . . . . .  Director (Principal Executive
                                  Officer)

__________________________
--------------------------------
Martin E. Fossler                 Director                           March 9, 2000

/s/ Harold A. Herr                Director
--------------------------------
Harold A. Herr                                                       March 9, 2000

/s/ Vernon L. Hunsberger . . . .  Treasurer (Principal Financial     March 9, 2000
--------------------------------  and Accounting Officer)
Vernon L. Hunsberger

/s/ Thomas S. McCready            Director
--------------------------------
Thomas S. McCready                                                   March 9, 2000

/s/ Henry M. Pollak               Director
--------------------------------
Henry M. Pollak                                                      March 9, 2000

/s/ Palmer E. Retzlaff            Director
--------------------------------
Palmer E. Retzlaff                                                   March 9, 2000

PAGE 25

/s/ Walter F. Vilsmeier           Director
--------------------------------
Walter F. Vilsmeier                                                  March 9, 2000

_________________________
--------------------------------
William M. Yocum . . . . . . . .  Director                           March 9, 2000
</TABLE>

PAGE 26

EXHIBIT  INDEX
--------------


                               Exhibit
-----------------------------------------------------------------------------

(13)       Excerpts from the Corporation's 1999 Annual Report to Shareholders
              (This excerpt includes only page 1 and pages 8 through 32,
               which are incorporated in this Report by reference.)

(21)       Subsidiaries of Registrant.

(23)       Consent of Grant Thornton LLP, Independent Certified
              Public Accountants.

(99)       Additional Exhibits.

              None.

PAGE 27