SECURITIES  AND  EXCHANGE  COMMISSION
                              WASHINGTON,  D.C.  20549

                                    FORM 10-Q
(Mark  One)

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

For  the  quarterly  period  ended  March  31,  2000.
                                    ----------------

                                       OR

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

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

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.
                                          ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate  by  check  mark  whether  the  registrant  has filed all documents and
reports  required  to  be  filed  by Sections 12, 13, or 15(d) of the Securities
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.   Yes  ___.  No  ___.

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest practicable date: 8,835,526 shares of Common
Stock,  $1.00  par  value,  outstanding  on  April  30,  2000.

PAGE 1
<TABLE>
<CAPTION>

                            HARLEYSVILLE  NATIONAL  CORPORATION

                               INDEX  TO  FORM  10-Q  REPORT
                                                                                       PAGE
                                                                                       ----
<S>                                                                                      <C>
Part I.  Financial Information

        Item 1. Financial Statements:

Consolidated Balance Sheets - March 31, 2000 and December 31, 1999. . . . . . . . . . .   3

Consolidated Statements of Income - Three Months Ended March 31, 2000 and 1999. . . . .   4

Consolidated Statements of Cash Flows - Three Months Ended March 31, 2000 and 1999        5

Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . .   6

       Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations
                                                                                          8
       Item 3. Quantitative and Qualitative Disclosures about Market Risk . . . . . . .  19

Part II.  Other Information

       Item 1.  Legal Proceedings
                                                                                         20
       Item 2.  Change in Securities and Use of Proceeds
                                                                                         20
       Item 3.  Defaults Upon Senior Securities
                                                                                         20
       Item 4. Submission of Matters to a Vote of Security Holders
                                                                                         20
       Item 5. Other Information
                                                                                         21
       Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . .  21

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
</TABLE>

PAGE 2
<TABLE>
<CAPTION>
                                       PART  1.  FINANCIAL  INFORMATION
                           HARLEYSVILLE  NATIONAL  CORPORATION  AND  SUBSIDIARIES
                                        CONSOLIDATED  BALANCE  SHEETS

<S>                                                                  <C>               <C>
Dollars in thousands)               (Unaudited) . .                .  March 31, 2000    December 31, 1999
                                                                     ----------------  -------------------
ASSETS
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . .  $        43,629   $           42,154
Federal Funds sold. . . . . . . . . . . . . . . . . . . . . . . . .            1,000                    -
                                                                     ----------------  -------------------
    Total cash and cash equivalents . . . . . . . . . . . . . . . .           44,629               42,154
                                                                     ----------------  -------------------
Interest-bearing deposits in banks. . . . . . . . . . . . . . . . .            7,375                5,123
Investment securities available for sale. . . . . . . . . . . . . .          455,143              450,959
Investment securities held to maturity
 (market value $33,266 and $23,828, respectively) . . . . . . . . .           33,873               24,271
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,087,960            1,061,170
Less: Unearned income . . . . . . . . . . . . . . . . . . . . . . .            1,598                  806
         Allowance for loan losses. . . . . . . . . . . . . . . . .          (14,557)             (14,208)
                                                                     ----------------  -------------------
             Net loans. . . . . . . . . . . . . . . . . . . . . . .        1,075,001            1,047,768
                                                                     ----------------  -------------------
Bank premises and equipment, net. . . . . . . . . . . . . . . . . .           20,638               20,356
Accrued income receivable . . . . . . . . . . . . . . . . . . . . .           11,032               10,211
Other real estate owned . . . . . . . . . . . . . . . . . . . . . .            1,403                1,436
Intangible assets, net. . . . . . . . . . . . . . . . . . . . . . .            1,916                2,006
Bank-owned life insurance . . . . . . . . . . . . . . . . . . . . .           25,873               25,527
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .            6,428                5,868
                                                                     ----------------  -------------------
         Total assets . . . . . . . . . . . . . . . . . . . . . . .  $     1,683,311   $        1,635,679
                                                                     ================  ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
   Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . .  $       189,143   $          201,475
   Interest-bearing:
     Checking accounts. . . . . . . . . . . . . . . . . . . . . . .          150,744              149,562
     Money market accounts. . . . . . . . . . . . . . . . . . . . .          280,488              250,025
     Savings. . . . . . . . . . . . . . . . . . . . . . . . . . . .          147,555              143,414
     Time, under $100,000 . . . . . . . . . . . . . . . . . . . . .          370,150              359,110
     Time, $100,000 or greater. . . . . . . . . . . . . . . . . . .          177,325              127,679
                                                                     ----------------  -------------------
          Total deposits. . . . . . . . . . . . . . . . . . . . . .        1,315,405            1,231,265
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . .           17,373               17,114
U.S. Treasury demand notes. . . . . . . . . . . . . . . . . . . . .            2,391                2,014
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . .           24,500                9,500
Federal Home Loan Bank (FHLB) borrowings. . . . . . . . . . . . . .          130,250              130,250
Securities sold under agreements to repurchase. . . . . . . . . . .           52,217              106,554
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . .            9,998                9,322
                                                                     ----------------  -------------------
          Total liabilities . . . . . . . . . . . . . . . . . . . .        1,552,134            1,506,019
                                                                     ----------------  -------------------
Shareholders' Equity:
    Series preferred stock,  par value $1 per share;
       authorized 3,000,000 shares, none issued . . . . . . . . . .                -                    -
    Common stock, par value $1 per share; authorized 30,000,000
       shares; issued and outstanding 7,915,554 shares in 2000 and
       7,915,130 shares in 1999 . . . . . . . . . . . . . . . . . .            7,916                7,915
    Additional paid in capital. . . . . . . . . . . . . . . . . . .           63,093               63,080
    Retained Earnings . . . . . . . . . . . . . . . . . . . . . . .           71,930               68,422
    Accumulated other comprehensive income. . . . . . . . . . . . .          (11,762)              (9,757)
                                                                     ----------------  -------------------
          Total shareholders' equity. . . . . . . . . . . . . . . .          131,177              129,660
                                                                     ----------------  -------------------
          Total liabilities and shareholders' equity. . . . . . . .  $     1,683,311   $        1,635,679
                                                                     ================  ===================
<FN>
See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>

PAGE 3
<TABLE>
<CAPTION>
                        HARLEYSVILLE  NATIONAL  CORPORATION  AND  SUBSIDIARIES
                                 CONSOLIDATED  STATEMENTS  OF  INCOME
                                         (Unaudited)

Dollars in thousands except weighted average             Three months ended  March  31,
<S>                                                         <C>          <C>
number of common shares and per share information) . .. .        2000         1999
                                                            -----------  ----------
INTEREST INCOME:
Loans, including fees. . . . . . . . . . . . . . . . . . .  $   19,684   $   16,712
Lease financing. . . . . . . . . . . . . . . . . . . . . .       2,027        1,514
Investment securities:
   Taxable . . . . . . . . . . . . . . . . . . . . . . . .       5,166        3,763
   Exempt from federal taxes . . . . . . . . . . . . . . .       2,382        2,355
Federal funds sold . . . . . . . . . . . . . . . . . . . .          53          108
Deposits in banks. . . . . . . . . . . . . . . . . . . . .          77           16
                                                            -----------  ----------
      Total interest income. . . . . . . . . . . . . . . .      29,389       24,468
                                                            -----------  ----------
INTEREST EXPENSE:
Savings deposits . . . . . . . . . . . . . . . . . . . . .       3,727        3,063
Time, under $100,000 . . . . . . . . . . . . . . . . . . .       4,861        4,444
Time, $100,000 or greater. . . . . . . . . . . . . . . . .       2,399        1,207
Borrowed funds . . . . . . . . . . . . . . . . . . . . . .       3,118        1,735
                                                            -----------  ----------
      Total interest expense . . . . . . . . . . . . . . .      14,105       10,449
                                                            -----------  ----------
      Net interest income. . . . . . . . . . . . . . . . .      15,284       14,019
Provision for loan losses. . . . . . . . . . . . . . . . .         495          477
                                                            -----------  ----------
      Net interest income after provision for loan losses.      14,789       13,542
                                                            -----------  ----------
OTHER OPERATING INCOME:
Service charges. . . . . . . . . . . . . . . . . . . . . .         882          845
Security gains (losses), net. . . . .  . . . . . . . . . .        (112)         117
Trust income . . . . . . . . . . . . . . . . . . . . . . .         680          638
Bank-owned life insurance. . . . . . . . . . . . . . . . .         347            -
Other Income . . . . . . . . . . . . . . . . . . . . . . .         760          715
                                                            -----------  ----------
      Total other operating income . . . . . . . . . . . .       2,557        2,315
                                                            -----------  ----------
      Net interest income after provision for loan losses
         and other operating income. . . . . . . . . . . .      17,346       15,857
                                                            -----------  ----------
OTHER OPERATING EXPENSES:
Salaries, wages and employee benefits. . . . . . . . . . .       5,360        4,811
Occupancy. . . . . . . . . . . . . . . . . . . . . . . . .         707          619
Furniture and equipment. . . . . . . . . . . . . . . . . .       1,116          967
Other expenses . . . . . . . . . . . . . . . . . . . . . .       2,959        2,624
                                                            -----------  ----------
      Total other operating expenses . . . . . . . . . . .      10,142        9,021
                                                            -----------  ----------
      Income before income taxes . . . . . . . . . . . . .       7,204        6,836
Income tax expense . . . . . . . . . . . . . . . . . . . .       1,479        1,647
                                                            -----------  ----------
Net income . . . . . . . . . . . . . . . . . . . . . . . .  $    5,725   $    5,189
                                                            ===========  ==========

Weighted average number of common shares:
        Basic. . . . . . . . . . . . . . . . . . . . . . .   7,915,506    7,911,540
                                                            ===========  ==========
        Diluted. . . . . . . . . . . . . . . . . . . . . .   7,925,824    7,923,384
                                                            ===========  ==========
Net income per share information:
        Basic. . . . . . . . . . . . . . . . . . . . . . .  $     0.72   $     0.65
                                                            ===========  ==========
        Diluted. . . . . . . . . . . . . . . . . . . . . .  $     0.72   $     0.65
                                                            ===========  ==========
Cash dividends per share . . . . . . . . . . . . . . . . .  $     0.28   $     0.24
                                                            ===========  ==========
<FN>
See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>

PAGE 4
<TABLE>
<CAPTION>
                       HARLEYSVILLE  NATIONAL  CORPORATION  AND  SUBSIDIARIES
                             CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                                           (Unaudited)
(Dollars  in  thousands)                                             Three  Months  Ended  March  31,
<S>                                                                         <C>        <C>
OPERATING ACTIVITIES:. . . . . . . . . . . . . . . . . . . . . . . . . . .      2000       1999
                                                                            ---------  ---------
  Net Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  5,725   $  5,189
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Provision for loan losses. . . . . . . . . . . . . . . . . . . . . . .       495        477
    Depreciation and amortization. . . . . . . . . . . . . . . . . . . . .       612        545
    Net amortization of investment
      Securities discount/premiums . . . . . . . . . . . . . . . . . . . .       159        127
    Net realized security loss (gain). . . . . . . . . . . . . . . . . . .       112       (117)
    Increase in accrued income receivable. . . . . . . . . . . . . . . . .      (822)      (779)
    Increase in accrued interest payable . . . . . . . . . . . . . . . . .       259        781
    Net increase in other assets . . . . . . . . . . . . . . . . . . . . .      (559)      (917)
    Net increase in other liabilities. . . . . . . . . . . . . . . . . . .     1,756      1,973
    Decrease in unearned income. . . . . . . . . . . . . . . . . . . . . .      (791)      (547)
    Write-down of other real estate owned. . . . . . . . . . . . . . . . .        67         15
    Decrease (increase) in intangible assets . . . . . . . . . . . . . . .        89       (130)
                                                                            ---------  ---------
       Net cash provided by operating activities . . . . . . . . . . . . .     7,102      6,617
                                                                            ---------  ---------
INVESTING ACTIVITIES:
  Proceeds from sales of investment securities available for sale. . . . .    20,300      7,950
  Proceeds, maturity or calls of investment securities held to maturity. .     1,239          -
  Proceeds, maturity or calls of investment securities available for sale.     4,220     35,963
  Purchases of investment securities held to maturity. . . . . . . . . . .   (10,840)         -
  Purchases of investment securities available for sale. . . . . . . . . .   (32,059)   (42,456)
  Net increase in interest-bearing deposits in banks . . . . . . . . . . .    (2,252)      (591)
  Net increase in loans. . . . . . . . . . . . . . . . . . . . . . . . . .   (27,348)   (26,790)
  Net increase in premises and equipment . . . . . . . . . . . . . . . . .      (893)      (735)
  Purchase of bank-owned life insurance. . . . . . . . . . . . . . . . . .      (347)         -
  Proceeds from sales of other real estate . . . . . . . . . . . . . . . .       377        554
                                                                            ---------  ---------
       Net cash used in investing activities . . . . . . . . . . . . . . .   (47,603)   (26,105)
                                                                            ---------  ---------
FINANCING ACTIVITIES:
  Net increase in deposits . . . . . . . . . . . . . . . . . . . . . . . .    84,140      9,293
  Increase (decrease) in U.S. Treasury demand notes. . . . . . . . . . . .       376        (93)
  Increase in federal funds purchased. . . . . . . . . . . . . . . . . . .    15,000        500
  Increase in FHLB borrowings. . . . . . . . . . . . . . . . . . . . . . .         -      2,750
  (Decrease) increase in securities sold under agreement . . . . . . . . .   (54,337)     4,310
  Cash dividends & fractional shares . . . . . . . . . . . . . . . . . . .    (2,216)    (1,959)
  Stock options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        13          8
                                                                            ---------  ---------
    Net cash provided by financing activities. . . . . . . . . . . . . . .    42,976     14,809
                                                                            ---------  ---------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . .     2,475     (4,679)
Cash and cash equivalents at beginning of period . . . . . . . . . . . . .    42,154     53,630
                                                                            ---------  ---------
Cash and cash equivalents at end of the period . . . . . . . . . . . . . .  $ 44,629   $ 48,951
                                                                            =========  =========

  Cash paid during the period for:
     Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 13,847   $  9,668
                                                                            =========  =========
   Supplemental disclosure of noncash investing and financing activities:
       Transfer of assets from loans to other real estate owned. . . . . .  $    411   $    501
                                                                            =========  =========
<FN>
See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>

PAGE 5
                HARLEYSVILLE NATIONAL CORPORATION AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  1  - In the opinion of management, the accompanying unaudited consolidated
financial  statements  contain  all  adjustments,  consisting  only  of  normal
recurring  adjustments,  necessary  to present fairly the consolidated financial
position of Harleysville National Corporation (the "Corporation") and its wholly
owned  subsidiaries  -  Harleysville  National  Bank  and  Trust  Company
("Harleysville"),  Citizens  National  Bank ("Citizens"), Security National Bank
("Security")  (collectively,  the  "Banks")  and  HNC Financial Company  - as of
March  31,  2000,  the  results  of its operations for three month periods ended
March  31,  2000  and  1999 and the cash flows for the three month periods ended
March  31,  2000  and  1999.  This  quarterly report refers to the corporation's
subsidiary  banks,  collectively  as  "the  banks."  It  is suggested that these
unaudited  consolidated  financial  statements  be  read in conjunction with the
audited  consolidated  financial  statements  of  the  corporation and the notes
thereto  set  forth  in  the corporation's 1999 annual report.  All prior period
amounts  were  restated  to  reflect the acquisition of Northern Lehigh Bancorp.

The  results  of operations for the three month periods ended March 31, 2000 and
1999  are  not necessarily indicative of the results to be expected for the full
year.

NOTE  2  -  Income  tax  expense  is  less  than the amount calculated using the
statutory  tax rate, primarily the result of tax exempt income earned from state
and  municipal  securities  and  loans.

NOTE  3  - The Corporation accounts for comprehensive income under the Financial
Accounting  Standards  Board  issued  SFAS  No.  130,  "Reporting  Comprehensive
Income."  SFAS  No. 130 establishes standards to provide prominent disclosure of
comprehensive  income  items.  Comprehensive income is the change in equity of a
business  enterprise  during  a  period  from  transactions and other events and
circumstances  from  non-owner  sources.  Other comprehensive income consists of
net unrealized gains on investment securities available for sale.  Subsequent to
the  adoption  date,  all  prior-period  amounts  are required to be restated to
conform  to  the  provision of SFAS No. 130.  Comprehensive income for the first
three  months of 2000 was $3,720,000, compared to $2,829,000 for the first three
months  of 1999.  The adoption of SFAS No. 130 did not have a material impact on
the  Corporation's  financial  position  or  results  of  operation.

NOTE 4 - The Corporation adopted the Financial Accounting Standards Board issued
SFAS  No.  131,  "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information."  SFAS  No.  131  requires  that public business enterprises report
certain  information  about  operating  segments  in  complete sets of financial
statements  of  the  enterprise and in condensed financial statements of interim
periods  issued  to  shareholders.  It  also  requires  that  public  business
enterprises  report  certain  information about their products and services, the
geographic  areas  in  which they operate and their major customers.  Management
has  determined  that  under current conditions, the Corporation will report one
business  segment.

NOTE  5  -  In  June 1998, the Financial Accounting standard Board (FASB) issued
Statement  of  Financial  Accounting  Standards  (SFAS) No. 133, "Accounting for
Derivative  Instruments  and  Hedging  Activity."  SFAS  No.  133  establishes
accounting and reporting standards for derivative instruments, including certain
derivative  instruments imbedded in other contracts, and for hedging activities.
It  requires  that  an  entity  recognize  all  derivatives  as either assets or
liabilities in the statement of financial position and measure those instruments
at  fair value.  If certain conditions are met, a derivative may be specifically
designated  as  a  hedge.  The  accounting  for  changes  in  the  fair value of
derivative  (gains and losses) depends on the intended use of the derivative and
resulting  designation.  SFAS  No.  133  is effective for all fiscal quarters of
fiscal  years  beginning  after June 15, 1999.  Earlier application is permitted
only  as  of  the  beginning  of  any  fiscal  quarter.  On January 1, 1999, the
Corporation adopted SFAS No. 133.  Concurrent with the adoption, the Corporation
reclassified  $7,530,000  of  investment  securities  from  the held to maturity
category  to  the available for sale category and recorded $221,000 net of taxes
of  unrealized  holding  gains  in  accumulated  other  comprehensive  income.

PAGE 6

NOTE  6  -  On  January 20, 1999, the Corporation consummated its acquisition of
Northern  Lehigh  Bancorp,  Inc.,  parent  company  of Citizens National Bank of
Slatington.  Accounted  for  as  a  pooling-of-interest, Northern Lehigh Bancorp
shareholders  received  3.57  shares of Harleysville National Corporation common
stock  for  each  share  of  Northern  Lehigh  Bancorp  common  stock.

               The  acquisition  was  affected  by the merger of Northern Lehigh
Bancorp, Inc. with Harleysville National Corporation North, Inc., a bank holding
company  and  wholly  owned  subsidiary  of  Harleysville  National Corporation.
Citizens  National Bank of Slatington merged with and into The Citizens National
Bank  of Lansford, a national banking association and wholly owned subsidiary of
Harleysville  National Corporation North, Inc., under the name Citizens National
Bank.

               Subsequent  Event.   On  April  28,  2000,  the  Corporation
consummated its acquisition of Citizens Bank and Trust Company.  Under the terms
of  the  merger, accounted for as a pooling-of-interest, Citizens Bank and Trust
Company's  shareholders  will  receive  166  shares  of  Harleysville  National
Corporation  common  stock  for  each  share  of Citizens Bank and Trust Company
stock.  Upon  the  completion  of  the  acquisition,  Citizens  Bank  and  Trust
Company's  banking  operations  will  be  merged into those of Citizens National
Bank,  a  wholly-owned  subsidiary  of  Harleysville  National  Corporation.

PAGE 7

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

RESULTS  OF  OPERATIONS
-----------------------

              The  following  is  management's  discussion  and  analysis of the
significant  changes  in  the  results  of  operations,  capital  resources  and
liquidity  presented  in  its accompanying consolidated financial statements for
the  corporation,  the  banks  and  HNC  Financial  Company.  The  corporation's
consolidated  financial  condition  and  results  of  operations  consist almost
entirely  of  the banks' financial condition and results of operations.  Current
performance does not guarantee, and may not be indicative of similar performance
in  the  future.

               In  addition  to  historical information, this Form 10-Q 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  those  results to differ
materially  from  those expressed in our 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.

OVERVIEW
--------
               The Corporation began 2000 with strong earnings, primarily due to
the  rise  in  earning  assets  levels.  An  increase in other income, continued
control  of  operating expenses and an emphasis on loan quality also contributed
to  the  favorable  first  quarters  results.

     Consolidated  net income for the first three months of 2000 was $5,725,000,
an  increase  of  $536,000,  or  10.3%,  over the first three months of 1999 net
income  of  $5,189,000.  Basic and diluted earning per share for the first three
months  of  2000  of  $.72  increased 10.8%, over the first three months of 1999
basic  and  diluted  earnings  per  share  of  $.65.

              The  increase in net income during the first three months of 2000,
compared  to  the same period in 1999, is the result of both higher net interest
income  and  other  operating income, partially offset by higher other operating
expenses.  Net interest income grew $1,265,000, primarily as a result of a 16.6%
rise  in  average  earning  assets.  Other  operating  income rose $242,000, due
primarily  to  higher  trust  fees  and bank-owned life insurance, offset by net
losses  on  the  sale  of  securities.  Offsetting these increases was a rise in
other  operating expenses, primarily related to the overall growth in the Banks.

     For the three months ended March 31, 2000, the annualized return on average
shareholders' equity and the annualized return on average assets were 17.50% and
1.38%,  respectively.  For  the  same  period  in 1999, the annualized return on
average  shareholders'  equity  was  15.76% and the annualized return on average
assets  was  1.48%.

PAGE 8
               The  banks  continue  to  focus  on  the  quality  of  their loan
portfolios.  Nonperforming  assets,  including  nonaccrual  loans,  restructured
loans  and  other real estate owned were .35% of total assets at March 31, 2000,
compared  to  .34% at December 31, 1999 and .33% at March 31, 1999.  As of March
31,  2000,  loans  past  due  90  or more and still accruing interest aggregated
$245,000,  compared  to $269,000 at December 31, 1999 and $564,0000 at March 31,
1999.

     Net  income is affected by five major elements: net interest income, or the
difference  between interest income earned on loans and investments and interest
expense  paid  on deposits and borrowed funds; the provision for loan losses, or
the amount added to the allowance for loan losses to provide reserves for future
losses  on  loans; other operating income, which is made up primarily of certain
fees,  trust  income  and  gains  and  losses  from  sales  of securities; other
operating  expenses,  which  consist  primarily  of salaries and other operating
expenses;  and  income  taxes.  Each of these major elements will be reviewed in
more  detail  in  the  following  discussion.

NET  INTEREST  INCOME  AND  RELATED  ASSETS  AND  LIABILITIES
-------------------------------------------------------------

     Net  interest  income  for  the  first  three months of 2000 of $15,284,000
increased  $1,265,000,  or 9.0%, over the same period in 1999 which produced net
interest  income of $14,019,000.  As illustrated in the table below, the primary
source  of  this increase was a rise in interest income resulting from increases
to earning asset volumes in the first three months of 2000, compared to the same
period  in 1999.  The increase in interest income was partially offset by a rise
in  interest  expense,  primarily  the  result  of  higher  volumes

              The  rate-volume  variance  analysis set forth in the table below,
which  is computed on a tax-equivalent basis (tax rate of 35%), analyzes changes
in  net interest income for the three months ended March 31, 2000 over March 31,
1999  by  their  rate  and  volume  components.

<TABLE>
<CAPTION>

                                Three  Months  Ended March  31,  2000
                                     Over/Under March  31,  1999

                                          Total     Caused by:
                                                   ----------
                                        Variance     Rate     Volume
                                        --------     ----     ------
<S>                                          <C>     <C>      <C>
Interest Income:
  Securities *. . . . . . . . . . . . . . .  $1,445  $  325   $1,120
  Money market instruments. . . . . . . . .       6      21      (15)
  Loans * . . . . . . . . . . . . . . . . .   3,553     214    3,339
                                             ------  -------  -------
     Total. . . . . . . . . . . . . . . . .   5,004     560    4,444
                                             ------  -------  -------

Interest Expense:
  Savings deposits. . . . . . . . . . . . .     664     255      409
  Time deposits and certificates of deposit   1,609     189    1,420
  Other borrowings. . . . . . . . . . . . .   1,383     295    1,088
                                             ------  -------  -------
      Total . . . . . . . . . . . . . . . .   3,656     739    2,917
                                             ------  -------  -------

Net interest income . . . . . . . . . . . .  $1,348   ($179)  $1,527
                                             ======  =======  =======
    *Tax Equivalent Basis
</TABLE>

     Taxable-equivalent  net interest income was $16,772,000 for the first three
months  of  2000, compared to $15,424,000 for the same period in 1999, a 8.7% or
$1,348,000  increase.  This  rise  in taxable-equivalent net interest income was
primarily  due  to  a $1,527,000 increase related to volume, which was partially
offset  by  a  reduction  in  interest  income,  related  to  rate.  Total
taxable-equivalent  interest income grew $5,004,000, primarily the result of the
higher  volumes in both the security and loan earning asset categories.  Average

PAGE 9

year-to-date  loans  and  securities  grew  $163,299,000  and  $61,573,000,
respectively  at  March  31,  2000,  compared  to  the same period in 1999.  The
increase in securities included $25,000,000 in securities purchased as part of a
capital  leverage  program  during  the  third  quarter  of 1999.  To more fully
leverage  its  capital,  the  Corporation entered into $25,000,000 of structured
transactions  in  which  the  banks borrow funds from the Federal Home Loan Bank
(FHLB) and invests these borrowed funds into securities that are priced to yield
a  spread  over  the  FHLB  borrowing  rate.

            Total interest expense grew $3,656,000 during the first three months
of  2000,  compared to the same period in 1999.  This growth was principally the
result  of  higher  volumes  associated with time deposits and other borrowings.
The average year-to-date other borrowings grew $79,321,000 or 53.6%, compared to
the  first three months of 1999.  Included in the growth in other borrowings was
the funding required for the $25,000,000 capital leverage program. The volume of
savings  deposits  grew  12.3%  during  this  period.  The remaining increase in
deposit  and  other  borrowing  volumes  was  used  to finance the earning asset
growth.  Other  borrowings  include  federal  funds  purchased, FHLB borrowings,
securities  sold under agreements to repurchase and U. S. Treasury demand notes.

            The banks actively manage their interest rate sensitivity positions.
The  objectives  of interest rate risk management are to control exposure of net
interest  income to risks associated with interest rate movements and to achieve
consistent  growth in net interest income.  The asset/liability committee, using
policies  and  procedures  approved  by  the  banks'  boards  of  directors,  is
responsible  for  managing  the  rate  sensitivity  position.  The  Banks manage
interest rate sensitivity by changing mix and repricing characteristics of their
assets and liabilities through their investment securities portfolio, borrowings
from  the  FHLB and their offering of loan and deposit terms.  The nature of the
Banks  current  operations  is  such  that  is  not  subject to foreign currency
exchange  or commodity price risk.  The Banks do not own trading assets and they
do  not have any hedging transactions in place such as interest rate swaps, caps
or  floors.  The  Banks utilize three principal reports to measure interest rate
risk:  asset/liability simulation reports, gap analysis reports and net interest
margin  reports.

 NET  INTEREST  MARGIN
 ---------------------

     The net interest margin of 4.27% for the three-month period ended March 31,
2000, decreased from the 4.58% net interest margin for the first three months of
1999.  The decrease in the net interest margin is due to both the institution of
the  capital  leverage  program and the funding of the bank-owned life insurance
(BOLI)  with  deposits  during  the  third quarter of 1999, and the high cost of
attracting  new  deposits.  Since  the  current  competitive  interest  rate
environment will continue to place downward pressure on the net interest margin,
the Banks expect to increase net interest income through the continued growth in
market share of loans and deposits.  The yield on earning assets of 7.87% during
the first three months of 2000 was higher than the 7.69% earned during the first
three  months of 1999.  The increase in the yield is primarily due to the impact
of  rise  in  interest  rates during this period. The first quarter 2000 average
interest  rate  paid  on interest-bearing deposits and other borrowings of 4.29%
was  higher  than the first three months of 1999 rate of 3.90%.  The increase in
the  average  interest  rate  paid is the result of funding the capital leverage
program  with higher costing FHLB funding, higher interest rates and the overall
higher  cost  of  attracting  new  deposits.

PROVISION  FOR  LOAN  LOSSES
----------------------------

     The  provision  is  based  on  management's analysis of the adequacy of the
allowance  for  loan  losses.  In its evaluation, management considers past loan
experience,  overall  characteristics  of  the  loan portfolio, current economic
conditions  and  other relevant factors.  Based on the latest monthly evaluation
of potential loan losses, the allowance is adequate to absorb known and inherent
losses  in  the  loan  portfolio.  Ultimately,  however,  the  adequacy  of  the
allowance  is  largely  dependent  upon  the  economy,  a  factor  beyond  the
Corporation's  control.  With  this in mind, additions to the allowance for loan
losses  may  be required in future periods, especially if economic trends worsen
or  certain  borrowers'  ability  to  repay  declines.

         For  the  first  three months of 2000 the provision for loan losses was
$495,000,  compared  to  $477,000  for  the  same  period  in  1999.  The higher
provision for loan losses during the first quarter of 2000, compared to the same
period  in  1999  is  attributed to the growth in loans during this period.  Net
loans  charged  off  was  $164,000  for  the  three months ended March 31, 2000,

PAGE 10

compared to $87,000 for the three months ended March 31, 1999.  The ratio of the
allowance  for loans losses to nonperforming assets for March 31, 2000 of 249.5%
was lower than the December 31, 1999 and the March 31, 1999 ratios of 254.1% and
300.2%,  respectively.

<TABLE>
<CAPTION>
Allowance  for  Loan  Losses
----------------------------
Transaction  in  the  allowance  for  loan  losses  are  as  follows
<S>                                                       <C>                 <C>
                                                                    2000           1999
                                                               ------------       ------
Balance, Beginning of Year                                 $     14,208,000   $13,706,000
   Provision charged to operating expenses                          495,000       477,000
   Loans charged off                                              ( 331,000)     (141,000)
   Recoveries                                                       185,000        54,000
                                                          -----------------  ------------
Balance, March 31                                                14,557,000    14,096,000
                                                          =================  ============
</TABLE>
<TABLE>
<CAPTION>

Ratios: . . . . . . . . . . . . . . . . . . . .  March 31, 2000  Dec. 31, 1999  March  31, 1999
------------------------------------------------ --------------  -------------  ---------------
<S>                                              <C>             <C>            <C>
Allowance for loan losses to nonperforming assets         249.5%        254.1%           300.2%
Nonperforming assets to total loans & net assets
acuired in foreclosure                                     0.54%         0.53%            0.50%
Allowance for loan losses to total loans                   1.34%         1.34%            1.52%
</TABLE>

The following table sets forth an allocation of the allowance for loan losses by
loan  category:

<TABLE>
<CAPTION>
                             March 31, 2000
                             --------------
<S>                        <C>       <C>
                           Percent
                           Amount    of Loans
                           --------  ---------
Commercial and industrial  $  7,045        26%
Consumer loans. . . . . .     4,292        34%
Real estate . . . . . . .     2,412        31%
Lease financing . . . . .       808         9%
                           --------  ---------
  Total . . . . . . . . .    14,557       100%
                           ========  =========
</TABLE>

     Nonperforming  assets  (nonaccruing  loans,  net  assets in foreclosure and
troubled  debt  restructured  loans)  were  0.54%  of total loans and net assets
acquired  in  foreclosure  at  March 31, 2000, compared to 0.53% at December 31,
1999 and 0.50% at March 31, 1999.  The ratio of the allowance for loan losses to
loans at March 31, 2000 of 1.34% did not change from the December 31, 1999 ratio
and  was  lower  than  the  March  31,  1999  ratio  of  1.52%.

     Nonaccruing  loans  at March 31, 2000 of $3,975,000,000, increased $285,000
from  the December 31, 1999 level of $3,690,000, and increased $831,000 from the
March 31, 1999 level of $3,144,000.   The increase in nonaccruing loans at March
31,  2000, compared to March 31, 1999 was primarily the result of an increase in
commercial  loan  nonaccruing  loans.

              Net assets in foreclosure totaled $1,403,000 as of March 31, 2000,
a  decrease of $33,000 from the December 31, 1999 balance of $1,436,000.  During
the  first  three  months of 1999, transfers from loans to assets in foreclosure
were  $411,000,  payments  on  foreclosed  properties  totaled  $377,000  and
write-downs  of assets in foreclosure equaled $67,000.  The loans transferred to
assets  in  foreclosure  included  commercial  loans  of  $121,000, mortgages of
$52,000  and  leases  of  $238,000.  The balance of net assets in foreclosure at
March  31,  1999  was  $1,063,000.  Efforts  to  liquidate  assets  acquired  in

PAGE 11

foreclosure  are  proceeding  as  quickly as potential buyers can be located and
legal  constraints  permit.  Generally  accepted  accounting  principles require
foreclosed  assets  to be carried at the lower of cost (lesser of carrying value
of  asset  or  fair  value  at  date  of  acquisition)  or estimated fair value.

     As of March 31, 2000, there were two unrelated borrowers with troubled debt
restructured loans totaling $457,000, compared with two unrelated borrowers with
a  balance  of  $465,000 as of December 31, 1999 and $489,000 at March 31, 1999.
The  two  customers  were  complying with the restructured terms as of March 31,
2000.

     Loans  past  due 90 days or more and still accruing interest are loans that
are  generally  well  secured and expected to be restored to a current status in
the near future.  As of March 31, 2000, loans past due 90 days or more and still
accruing  interest  were  $245,000, compared to $269,000 as of December 31, 1999
and  $564,000  as of March 31, 1999.   The decrease in loans past due 90 days at
March  31,  1999, compared March 31, 1998 was primarily the result of a decrease
in  real  estate  and  consumer  loans  past  due  90  days.

<TABLE>
<CAPTION>

The  following  information  concerns  impaired  loans:
<S>                                                   <C>              <C>             <C>
     Impaired Loans: . . . . . . . . . . . . . . . .  March 31, 2000   Dec. 31, 1999   March 31, 1999
                                                      ---------------  --------------  ---------------
          Restructured Loans . . . . . . . . . . . .  $       457,000  $      465,000  $       489,000
          Nonaccrual Loans . . . . . . . . . . . . .  $     2,431,000  $    2,117,000  $     2,090,000
                                                      ---------------  --------------  ---------------
                       Total Impaired Loans. . . . .  $     2,888,000  $    2,582,000  $     2,579,000
                                                      ===============  ==============  ===============

     Average year-to-date impaired loans:. . . . . .  $     2,598,000  $    3,046,000  $     2,576,000
                                                      ===============  ==============  ===============

     Impaired loans with specific loss allowances: .  $     2,888,000  $    2,582,000  $     2,579,000
                                                      ===============  ==============  ===============

     Loss allowances reserved on impaired loans: . .  $       305,000  $      262,000  $       372,000
                                                      ===============  ==============  ===============

    Year-to-date income recognized on impaired loans  $        18,000  $      132,000  $        11,000
                                                      ===============  ==============  ===============
</TABLE>

            The  banks' policy for interest income recognition on impaired loans
is  to  recognize  income  on  restructured loans under the accrual method.  The
banks  recognize  income on nonaccrual loans under the cash basis when the loans
are  both  current  and  the  collateral  on the loan is sufficient to cover the
outstanding  obligation  to  the  banks.  The banks will not recognize income if
these  factors  do  not  exist.

<TABLE>
<CAPTION>

OTHER  OPERATING  INCOME
------------------------
                 Three  Months  Ended  March  31,
                ---------------------------------
                                    2000     1999
                                    ----     ----
             (Dollars  in  thousands)

<S>                                 <C>     <C>
Service charges. . . . . . . . . .    882     845
Securities (losses) gains, net . .   (112)    117
Trust income . . . . . . . . . . .    680     638
Bank-owned life insurance income .    347       -
Other income . . . . . . . . . . .    760     715
                                    -----   -----
      Total other operating income  2,557   2,315
                                    ======  =====
</TABLE>

PAGE 12

     Other  operating  income  for  the  first  three  months  of 2000 increased
$242,000, or 10.5%, from $2,315,000 at March 31, 1999 to $2,557,000 at March 31,
2000.   This rise in other operating income is the result of a $37,000 growth in
service  charges, a $42,000 rise in trust income and a $45,000 increase in other
income.  Bank-owned  life  insurance (BOLI) income contributed $347,000 to other
operating  income  during  the  first  quarter  of 2000.  A $229,000 decrease in
security  gains  partially  offset these increases.  The rise in other operating
income  was  21.4%,  not  inclusive  of  the  securities  gains  and  losses.

     The $42,000, or 4.4% increase in service charges is primarily the result of
a  rise  in  fees  charged  on  transaction  deposit accounts.   This growth was
primarily  the  result  of the increase in average deposit transaction accounts,
from  the  first  three  months of 1999 to the first three months in 2000.   The
Corporation  recorded  a net security loss on the sale of securities of $112,000
in  the  first  three  months  of  2000, compared to a $117,000 gain in the same
period  in 1999.  From time to time, the Corporation sells investment securities
available  for  sale  to  fund  the purchase of other securities in an effort to
enhance  the  overall  return  of  the  portfolio.

     Income from the Investment Management and Trust Services Division increased
$42,000,  or 6.6% in the first three months of 2000, compared to the same period
in 1999.   This increase was the result of both an increase in the book value of
trust  assets  under  management of 25.3% from March 31, 1999 to March 31, 2000,
and the Corporation's continuing emphasis on marketing the Investment Management
and  Trust  Services  Division's  products  and  services.

              During  the  third quarter of 1999, the corporation entered into a
$25,000,000  investment  of bank-owned life insurance (BOLI).  BOLI involves the
purchasing of life insurance by the corporation on a chosen group of
employees.  The  corporation is the owner and beneficiary of the policies.  This
pool  of  insurance,  due  to  tax advantages to the Banks, is profitable to the
corporation.  This  profitability  is used to offset a portion of future benefit
cost  increases.  Bank  deposits  fund  BOLI  and  the  earnings  from  BOLI are
recognized  as other income.  The corporation recognized $347,000 of BOLI income
during  the  first  quarter  of  2000.

              Other income for the first three months of 2000 increased $45,000,
or  6.3%,  compared  to the same period in 1999.  Contributing to this rise were
increases  related  to  gains  on the sale of off lease vehicles, loan servicing
fees  and  ATM/Debit  card  fees.  These  increases  were  partially offset by a
decrease  in  gains  on  the  sale  of  residential  mortgages, resulting from a
decrease  in  new mortgage volumes experienced during the first quarter of 2000,
compared  to  the  same  period  in  1999.

<TABLE>
<CAPTION>

OTHER  OPERATING  EXPENSES
--------------------------
                 Three  Months  Ended  March  31,
                ---------------------------------
                                    2000     1999
                                    ----     ----
                    (Dollars  in  thousands)

<S>                                   <C>     <C>
Salaries . . . . . . . . . . . . . .   4,036  3,521
Employee benefits. . . . . . . . . .   1,324  1,290
Net occupancy expense. . . . . . . .     707    619
Equipment expense. . . . . . . . . .   1,116    967
Other Expenses . . . . . . . . . . .   2,959  2,624
                                      ------  -----
      Total other operating expenses  10,142  9,021
                                      ======  =====
</TABLE>

     Other  operating expenses for the first three months of 2000 of $10,142,000
increased  $1,121,000,  or  12.4%,  from $9,021,000 for the same period in 1999.
The  rise  in  operating  expenses was the result of costs related to technology

PAGE 13

enhancements  to  be  used  to  improve both the Banks productivity and products
offered  to  customers,  and other expenses related to the overall growth of the
banks.  Our  constant  focus  on controlling expenses and improving efficiencies
has  held  the  growth  of our other operating expense much lower than our 17.6%
growth  in  total  assets.

     Employee  salaries  increased  $515,000,  or  14.6% from $3,521,000 for the
first  three months of 1999 to $4,036,000 for the same period in 2000.  Employee
benefits of $1,324,000 expensed in the first three months of 2000, were $34,000,
or 2.6% higher than the $1,290,000 of employee benefits expensed during the same
period in 1999.  The increase in salaries and employee benefits reflects cost of
living  increases,  merit  increases  and  additional  staff necessitated by the
growth  of  the  Banks.

     Net  occupancy  expense  increased  $88,000, or 14.2%, from $619,000 in the
first  three  months  of  1999  to  $707,000  in the first three months of 2000.
Contributing  to  this  increase  was  the  opening of a new branch, higher than
normal  snow  removal  expenses, and repair and maintenance expenses.  Equipment
expense  increased  $149,000,  or  15.4%, during the first three months of 2000,
compared  to  the  same  period in 1999.  This increase is due to both equipment
depreciation  and  maintenance  associated  with  planned  increased  technology
capabilities  used  to  manage  the  rise in volume related to the growth of the
Corporation  and  to  enhance the  products  offered  to  customers.

              Other  expenses  increased  $335,000, or 12.8%, from $2,624,000 in
the  first  three  months  of  1999,  compared  to  $2,959,000 in other expenses
recorded  during the same period in 2000.  This increase is the result of higher
expenses  associated  with  the  overall  growth  of  the  Banks.

INCOME  TAXES
-------------

     Income  tax  expense is less than the amount calculated using the statutory
tax  rate  primarily  as  a  result  of  tax exempt income earned from state and
municipal  securities  and  loans.

BALANCE  SHEET  ANALYSIS
------------------------

              Total  assets  grew  $47,632,000,  or 2.9%, from $1,635,679,000 at
December  31,  1999  to  $1,683,311,000  at March 31, 2000.  This growth was the
result  of a rise in earning assets, which grew $44,620,000 to $1,586,949,000 at
March  31,  2000,  from  $1,542,329,000  at December 31, 1999.  During the first
three  months  of  2000, federal funds sold, interest-bearing deposits in banks,
securities  and  loans  grew  $1,000,000,  $2,252,000,  $13,786,000 $27,582,000,
respectively.

               The balance of securities available for sale at March 31, 2000 of
$455,143,000  increased  $4,184,000 compared to the December 31, 1999 balance of
$450,959,000.  During  the  current quarter, $20,300,000 of securities were sold
which generated a pretax loss of $112,000.  In comparison, $7,950,000 securities
available  for  sale  were  sold  during the first quarter of 1999 to generate a
pretax  gain  of  $117,000.  From time to time, the corporation sells investment
securities  available  for  sale  to fund the purchase of other securities in an
effort  to  enhance  the  overall  return  of  the  portfolio.  The  balance  of
investment  securities held to maturity grew $9,602,000 during the first quarter
of  2000.

               Total  loans  grew  $27,582,000 or 2.6% during the first quarter.
Contributing  to  this growth were increases in indirect consumer loans, leasing
and commercial loans.  Commercial real estate loans experienced a small decrease
during  the  first  quarter.

     Total  deposits  grew  $84,140,000, or 6.8% from $1,231,265,000 at December
31,  1999  to $1,315,405,000 at March 31, 2000.  This increase was primarily due
to the growth in time deposits during this period.  Time deposits under $100,000
increased  $11,040,000 and time deposits greater than $100,000 grew $49,646,000.
The  primary  source of the rise in the greater than $100,000 time deposits came
from  municipal  customers and one business customer.  The one business customer
previously  invested  its  deposits  in  securities  sold  under  agreements  to

PAGE 14

repurchase,  but  transferred to a greater than $100,000 time deposit during the
first  quarter  of  2000.  Money  market  accounts,  savings  accounts  and
interest-bearing  checking  accounts  increased  by  $30,463,000, $4,141,000 and
$1,182,000,  respectively.  Non-interest bearing deposits decreased $12,332,000.
Other borrowings experienced a decrease of $38,960,000 during the first quarter.
A decrease in securities sold under agreements to repurchase of $54,337,000, was
partially  offset  by  increases  in  federal  funds purchased and U.S. Treasury
demand  notes.  The  decrease  in securities sold under agreements to repurchase
was  primarily  the  result  of  a  business  customer transferring its funds to
greater  than  $100,000  time  deposits  during  the  first  quarter  of  2000.

CAPITAL
-------
               Capital  formation  is  important to the Corporation's well being
and  future  growth.  Capital  for  the  period  ending  March  31,  2000  was
$131,177,000,  an increase of  $1,517,000 over the end of 1999.  The increase is
the  result  of the retention of the Corporation's earnings, partially offset by
the  adjustment  for  the  net  unrealized  losses  on the investment securities
available  for  sale.  Net  unrealized  gains  and  losses on available for sale
investment  securities are recorded as accumulated other comprehensive income in
the  equity  section  of the balance sheet.  The accumulated other comprehensive
income  at  March  31,  2000  was  a  loss of $11,762,000, compared to a loss of
$9,757,000  at  December  31,  1999.  Management believes that the Corporation's
current  capital and liquidity positions are adequate to support its operations.
Management  is  not  aware  of  any recommendations by any regulatory authority,
which,  if  it  were  to  be  implemented,  would  have a material effect on the
Corporation's  capital.

<TABLE>
<CAPTION>

(Dollars  in  thousands)                                                                 To  Be  Well  Capitalized
                                                                    For  Capital         Under  Prompt  Corrective
    As  of  March  31,  2000                   Actual               Adequacy  Purposes   Action  Provision
                                               Amount     Ratio     Amount     Ratio     Amount     Ratio
                                               ------     -----     ------     -----     ------     -----
Total  Capital  (to  risk  weighted  assets):
---------------------------------------------
<S>                                         <C>          <C>      <C>         <C>       <C>        <C>
Corporation. . . . . . . . . . . . . . . .  $ 156,596     12.60%  $  99,446    8.00%   $     -          -
Harleysville National Bank . . . . . . . .     97,151     10.29%     75,502    8.00%    94,377      10.00%
Citizens National Bank . . . . . . . . . .     21,555     11.40%     15,121    8.00%    18,902      10.00%
Security National Bank . . . . . . . . . .      9,846     10.26%      7,677    8.00%     9,597      10.00%
Tier 1 Capital (to risk weighted assets):
------------------------------------------
Corporation. . . . . . . . . . . . . . . .  $ 141,877     11.41%  $  49,723    4.00%   $     -          -
Harleysville National Bank . . . . . . . .     86,195      9.13%     37,751    4.00%    56,626       6.00%
Citizens National Bank . . . . . . . . . .     19,190     10.15%      7,561    4.00%    11,341       6.00%
Security National Bank . . . . . . . . . .      8,785      9.15%      3,839    4.00%     5,758       6.00%
Tier 1 Capital (to average assets):
------------------------------------------
Corporation. . . . . . . . . . . . . . . .  $ 141,877      8.57%  $  66,231    4.00%  $     -           -
Harleysville National Bank . . . . . . . .     86,195      6.88%     50,121    4.00%   62,651        5.00%
Citizens National Bank . . . . . . . . . .     19,190      7.14%     10,747    4.00%   13,434        5.00%
Security National Bank . . . . . . . . . .      8,785      6.86%      5,122    4.00%    6,402        5.00%

(Dollars in thousands) . . . . . . . . . .                                              To Be Well Capitalized
                                                                    For Capital . . . . Under Prompt Corrective
As of December 31, 1999. . . . . . . . . .     Actual               Adequacy Purposes   Action Provision
                                               Amount . .  Ratio    Amount     Ratio    Amount   Ratio
--------------------------------------------------------------------------------------------------------------
Total Capital (to risk weighted assets):
------------------------------------------
Corporation. . . . . . . . . . . . . . . .  $ 152,815       12.64%  $ 96,739    8.00%  $     -        -
Harleysville National Bank . . . . . . . .     93,993       10.23%    73,484    8.00%   91,855    10.00%
Citizens National Bank . . . . . . . . . .     21,466       11.62%    14,780    8.00%   18,475    10.00%
Security National Bank . . . . . . . . . .      9,593       10.57%     7,259    8.00%    9,074    10.00%
Tier 1 Capital (to risk weighted assets):
------------------------------------------
Corporation. . . . . . . . . . . . . . . .  $ 138,273       11.43%  $ 48,369    4.00%  $     -         -
Harleysville National Bank . . . . . . . .     83,222        9.06%    36,742    4.00%   55,113     6.00%
Citizens National Bank . . . . . . . . . .     19,155       10.37%     7,390    4.00%   11,085     6.00%
Security National Bank . . . . . . . . . .      8,532        9.40%     3,629    4.00%    5,444     6.00%
Tier 1 Capital (to average assets):
------------------------------------------
Corporation. . . . . . . . . . . . . . . .  $ 138,273        8.52%  $ 64,901    4.00%  $     -        -
Harleysville National Bank . . . . . . . .     83,222        6.76%    49,228    4.00%   61,536     5.00%
Citizens National Bank . . . . . . . . . .     19,155        7.14%    10,738    4.00%   13,423     5.00%
Security National Bank . . . . . . . . . .      8,532        7.05%     4,844    4.00%    6,055     5.00%

PAGE 15

     The  Corporation's capital ratios exceed regulatory requirements.  Existing
minimum  regulatory  capital ratio requirements are 5.0% for primary capital and
6.0%  for  total  capital.  The Corporation's primary capital ratio was 9.24% at
March  31,  2000,  compared  with  9.29%  at  December  31,  1999.  Since  the
Corporation's  only capital is primary capital, the total capital ratios are the
same  as  the  primary  capital  ratios.

     Pursuant to the federal regulators' risk-based capital adequacy guidelines,
the  components  of  capital  are  called  Tier  1  and Tier 2 capital.  For the
Corporation,  Tier  1 capital is the shareholders' equity, and Tier 2 capital is
the  allowance  for  loan losses.  The minimum for the Tier 1 ratio is 4.0%, and
the  total  capital  ratio  (Tier 1 plus Tier 2 capital divided by risk-adjusted
assets)  minimum  is  8.0%.  At  March  31,  2000,  the  Corporation's  Tier  1
risk-adjusted  capital  ratio  was  11.41%,  and the total risk-adjusted capital
ratio  was  12.60%, both well above the regulatory requirements.  The risk-based
capital  ratios  of  each  of  the  Corporation's commercial banks also exceeded
regulatory  requirements  at  March  31,  2000.

             The  leverage ratio consists of Tier 1 capital divided by quarterly
average  total  assets,  excluding intangible assets.  Banking organizations are
expected  to  have ratios of at least 4% and 5%, depending upon their particular
condition  and  growth  plans.  Higher  leverage ratios could be required by the
particular  circumstances  or risk profile of a given banking organization.  The
Corporation's leverage ratios were 8.57% at March 31, 2000 and 8.52% at December
31,  1999.

     The  year-to-date  March 31, 2000 cash dividend per share of $.28 was 16.7%
higher than the cash dividend for the same period in 1999 of $.24.  The dividend
payout  ratio  for the first three months of 2000 was 38.72%, compared to 37.98%
for  the  twelve  month  period  ended  December 31, 1999.  Activity in both the
Corporation's dividend reinvestment and stock purchase plan and the stock option
plan  did not have a material impact on capital during the first three months of
2000.

LIQUIDITY
---------
     Liquidity  is a measure of the ability of the Banks to meet their needs and
obligations on a timely basis.  For a bank, liquidity provides the means to meet
the  day-to-day  demands  of  deposit  customers  and  the  needs  of  borrowing
customers.  Generally,  the  Banks  arrange  their  mix  of  cash,  money market
investments,  investment  securities and loans in order to match the volatility,
seasonality,  interest  sensitivity  and  growth  trends  of  its deposit funds.
Federal  Funds  sold  averaged  $3,895,000 during the first three months of 1999
and  securities  available for sale averaged $453,050,000 during the first three
months  of 2000, more than sufficient to meet normal fluctuations in loan demand
or  deposit  funding.  Backup  sources of liquidity are provided by federal fund
lines  of  credit  established  with correspondent banks.   Additional liquidity
could  be  generated  through  borrowings  from  the  Federal  Reserve  Bank  of
Philadelphia and the FHLB of Pittsburgh, of which the Banks are members.  Unused
lines  of  credit  at  the FHLB of Pittsburgh were $167,063,000, as of March 31,
2000.

PAGE 16

OTHER  ITEMS
------------

LEGISLATIVE  &  REGULATORY
--------------------------
              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.

     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

PAGE 17

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.

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.

PAGE 18

            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
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.

             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.

BRANCHING
---------
           The  Corporation's subsidiaries currently plan to open at least three
new  branches.  During  the  second quarter of 2000, Security National Bank will
open  a  location  in Boyertown and Citizens National Bank will open a branch in
Allentown.  Harleysville  National  Bank  is  pursuing  a location in Souderton.
These  new  branch  sites  are  contiguous  to our current service area and were
chosen  to expand the Banks' market area and market share of loans and deposits.

ACQUISITION
-----------
           On  April  28,  2000,  the Corporation consummated its acquisition of
Citizens  Bank  and Trust Company.  Under the terms of the merger, accounted for
as  a  pooling-of-interest,  Citizens Bank and Trust Company's shareholders will
receive  166  shares  of Harleysville National Corporation common stock for each
share  of  Citizens  Bank  and  Trust Company stock.  Upon the completion of the
acquisition, Citizens Bank and Trust Company's banking operations will be merged
into  those of Citizens National Bank, a wholly-owned subsidiary of Harleysville
National  Corporation.

ITEM  3  -  Qualitative  and  Quantitative  Disclosures  About  Market  Risk

           In  the  normal  course  of  conducting  business  activities,  the
Corporation  is  exposed  to market risk, principally interest risk, through the
operations  of  its banking subsidiaries.  Interest rate risk arises from market
driven  fluctuations  in  interest rates that affect cash flows, income, expense
and  values  of  financial  instruments.  The  Asset/Liability  Committee, using
policies  and  procedures  approved  by  the  Banks'  Boards  of  Directors,  is
responsible  for  managing  the  rate  sensitivity  position.

          No  material  changes  in  market  risk  strategy  occurred during the
current  period.  A  detailed  discussion  of market risk is provided in the SEC
Form  10-K  for  the  period  ended  December  31,  1999.

PAGE 19
                          PART II.    OTHER INFORMATION

Item  1.     Legal  Proceedings.
--------     -------------------

     Management, based upon discussions 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,  Citizens  National  Bank,  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 its subsidiaries by
government  authorities.

Item  2.     Change  in  Securities  and  Use  of  Proceeds
--------     ----------------------------------------------

             Not  applicable.

Item  3.     Defaults  Upon  Senior  Securities.
--------     -----------------------------------

             Not  applicable.

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

 (a)  The 2000 Annual Meeting of Shareholders was held at 9:30 a.m., on Tuesday,
April  11,  2000,  at  Indian  Valley  Country  Club,  650 Bergey Road, Telford,
Pennsylvania  18969.

              (b),  (c)  One  matter  was voted upon as follows:

                 1.   Two  directors  were  elected,  as  below:

                       Elected           Term  Expires
                       -------------     -------------
                       LeeAnn  Bergey          2004
                       Palmer  E.  Retzlaff    2004


        The  results  of  the  voting  for  the directors  are  as  follows:

                        LeeAnn  Bergey:
                                  For       6,213,430
                                  Against      94,816
                                  Abstain           0

                        Palmer  E.  Retzlaff:
                                  For       6,198,062
                                  Against     110,184
                                  Abstain           0

         Directors  whose  term continued after the meeting:

                                              Term  Expires
                                              --------------
                William  M.  Yocum                  2001
                Walter  E.  Daller  Jr.             2002
                Martin  E.  Fossler                 2002
                Thomas  S.  McCready                2002
                Walter  F.  Vilsmeier               2003
                Harold  A.  Herr                    2003
                Henry  M.  Pollak                   2003

PAGE 20

Item  5.    Other  Information.
--------    -------------------
            None.

Item  6.    Exhibits  and  Reports  on  Form  8-K.
--------    --------------------------------------

           (a)  Exhibits:
           The  following  exhibit  is  being  filed  as  part  of this Report:

Exhibit  No.    Description  of  Exhibits
-----------     -------------------------

(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 Registration  Statement  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 Registrant's Registration  Statement  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  Registration Statement  on  Form  8-K,
                filed  with  the Commission  on  March  25,  1999.)

(10.7)          Harleysville  National  Corporation  1998  Stock  Incentive
                Plan. (Incorporated  by Reference to Registrant's Registration
                Statement No. 333-79971 on  Form  S-8  filed  with  the
                Commission  on  June  4,  1999)

PAGE 21

(10.8)          Harleysville  National  Corporation  1998 Independent
                Directors Stock Option  Plan.  (Incorporated by Reference to
                Registrant's Registration Statement No.  333-79973  on  Form
                S-8  filed  with  the  Commission  on  June  4,  1999)

(11)            Computation of Earnings per Common Share.   The information
                for this  Exhibit  is incorporated  by  reference  to  page
                X  of this Form 10-Q.

(27)            Financial  Data  Schedule.

                (b)  Reports  on  Form  8-K:
                     None.

PAGE 22
                                   SIGNATURES


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.




                          HARLEYSVILLE  NATIONAL  CORPORATION


                          /s/ Walter E. Daller, Jr.
                          ________________________
                          Walter  E.  Daller,  Jr.,  President
                          and  Chief  Executive  Officer
                          (Principal  executive  officer)



                          /s/ Vernon L. Hunsberger
                          _________________________
                          Vernon  L.  Hunsberger,  Treasurer
                          (Principal  financial  and  accounting  officer)



Date:  May  12,  2000

PAGE 23

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


Exhibit  No.    Description  of  Exhibits
-----------     -------------------------

(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 Registration  Statement  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  Registrant's  Registration Statement  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  Registration Statement  on  Form  8-K,  filed
               with  the Commission  on  March  25,  1999.)

(10.7)         Harleysville  National  Corporation  1998  Stock  Incentive
               Plan. (Incorporated  by  Reference  to  Registrant's
               Registration Statement No. 333-79971 on Form S-8 filed with the
               Commission  on  June  4,  1999)

(10.8)         Harleysville  National  Corporation 1998 Independent Directors
               Stock Option Plan. (Incorporated  by Reference to Registrant's
               Registration Statement No. 333-79973 on  Form  S-8  filed
               with  the  Commission on  June  4,  1999)

(11)           Computation of Earnings per Common Share.   The information for
               this  Exhibit  is incorporated  by  reference  to  page  4  of
               this Form 10-Q.

(27)           Financial  Data  Schedule.

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