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  September  30,  2000.
                                    --------------------
                                       OR

[ ]  TRANSITION REPORT PURSUANT TOSECTION 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: 8,813,877 shares of Common
Stock,  $1.00  par  value,  outstanding  on  October  31,  2000.

PAGE 1
<TABLE>
<CAPTION>

HARLEYSVILLE  NATIONAL  CORPORATION

INDEX  TO  FORM  10-Q  REPORT

<S>                                                                                                <C>
                                                                                                    Page
                                                                                                    ----
Part I.  Financial Information

Item 1. Financial Statements:

Consolidated Balance Sheets - September 30, 2000 and December 31, 1999                               3

Consolidated Statements of Income - Nine Months and Three Months Ended September 30, 2000 and 1999   4

Consolidated Statements of Cash Flows - Nine Months Ended September 30, 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                                   22

Part II.  Other Information

Item 1.  Legal Proceedings                                                                           23

Item 2.  Change in Securities and Use of Proceeds                                                    23

Item 3.  Defaults Upon Senior Securities                                                             23

Item 4. Submission of Matters to a Vote of Security Holders                                          23

Item 5. Other Information                                                                            23

Item 6.  Exhibits and Reports on Form 8-K                                                            23

Signatures                                                                                           25
</TABLE>

PAGE 2

<TABLE>
<CAPTION>

                                      PART  1.  FINANCIAL  INFORMATION
                           HARLEYSVILLE  NATIONAL  CORPORATION  AND  SUBSIDIARIES
                                        CONSOLIDATED  BALANCE  SHEETS
  (Dollars  in  thousands)                       (Unaudited)
<S>                                                      <C>                   <C>
                                                           September 30, 2000    December 31, 1999
                                                         --------------------  -------------------
ASSETS
Cash and due from banks                                               $50,903              $49,654
Federal Funds sold                                                       -                   6,600
                                                         --------------------  -------------------
Total cash and cash equivalents                                        50,903               56,254
                                                         --------------------  -------------------
Interest-bearing deposits in banks                                      4,191                7,237
Investment securities available for sale                              550,858              505,360
Investment securities held to maturity
(market value $32,238 and $25,084, respectively)                       32,497               25,535
Loans                                                               1,188,872            1,118,244
Less: Unearned income                                                   2,287                  572
Allowance for loan losses                                             (15,332)            (14,887)
                                                         --------------------  -------------------
Net loans                                                           1,175,827            1,103,929
                                                         --------------------  -------------------
Bank premises and equipment, net                                       22,123               21,856
Accrued income receivable                                              12,819               11,044
Other real estate owned                                                   358                1,436
Intangible assets, net                                                  1,734                2,006
Bank-owned life insurance                                              36,829               25,527
Other assets                                                           11,857                7,483
                                                         --------------------  -------------------
Total assets                                                       $1,899,996           $1,767,667
                                                         ====================  ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing                                                  $217,852             $214,393
Interest-bearing:
Checking accounts                                                     150,938               162,191
Money market accounts                                                 325,326               259,015
Savings                                                               163,145               163,010
Time, under $100,000                                                  425,350               407,858
Time, $100,000 or greater                                             202,691               134,979
                                                          --------------------  -------------------
Total deposits                                                      1,485,302             1,341,446
Accrued interest payable                                               20,361                17,544
U.S. Treasury demand notes                                              2,094                 3,232
Federal funds purchased                                                21,000                 9,500
Federal Home Loan Bank (FHLB) borrowings                              110,750               130,250
Securities sold under agreements to repurchase                         80,435               108,615
Other liabilities                                                      18,456                10,417
                                                          --------------------  -------------------
Total liabilities                                                   1,738,398             1,621,004
                                                          --------------------  -------------------
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 8,839,275 shares in 2000 and
8,835,012 shares in 1999                                                8,839                 8,835
Additional paid in capital                                             63,641                68,260
Retained Earnings                                                      96,661                80,376
Treasury stock; 2000 - 25,398 shares at cost, 1999 - 0 shares            (325)                    -
Accumulated other comprehensive income                                 (7,218)             (10,808)
                                                          --------------------  -------------------
Total shareholders' equity                                            161,598               146,663
                                                          --------------------  -------------------
Total liabilities and shareholders' equity                         $1,899,996            $1,767,667
                                                          ====================  ===================
<FN>
See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>
PAGE 3

<TABLE>
<CAPTION>

                  HARLEYSVILLE  NATIONAL  CORPORATION  AND  SUBSIDIARIES
                          CONSOLIDATED  STATEMENTS  OF  INCOME
                                  (Unaudited)            Nine  months  ended       Three  months  ended
(Dollars  in  thousands  except weighted average number       September 30,            September 30,
                                                            ---------------          ---------------
 of  common  shares  and  per  share  information)
<S>                                                    <C>         <C>          <C>         <C>
                                                          2000         1999        2000        1999
                                                       -----------  ----------  ----------  ----------
INTEREST INCOME:
Loans, including fees                                    $64,480     $55,994     $22,258     $19,665
Lease financing                                            6,540       5,008       2,309       1,789
Investment securities:
Taxable                                                   17,811       14,054      6,119       5,123
Exempt from federal taxes                                  8,017        7,982      2,768       2,688
Federal funds sold                                           216          472         52          77
Deposits in banks                                            295          181         87          76
                                                     -----------  ----------  ----------  ----------
Total interest income                                     97,359      83,691      33,593      29,418
                                                     -----------  ----------  ----------  ----------
INTEREST EXPENSE:
Savings deposits                                          13,154       10,479      4,823       3,694
Time, under $100,000                                      17,230       15,292      6,018       5,179
Time, $100,000 or greater                                  8,165        4,344      3,014       1,579
Borrowed funds                                             9,220        6,159      3,207       2,608
                                                     -----------  ----------  ----------  ----------
Total interest expense                                    47,769       36,274     17,062      13,060
                                                      -----------   ----------  ---------  ---------
Net interest income                                       49,590       47,417     16,531      16,358
Provision for loan losses                                  1,636        1,469        581         489
                                                     -----------  ----------  ----------  ----------
Net interest income after provision for loan losses       47,954       45,948     15,950      15,869
                                                     -----------  ----------  ----------  ----------
OTHER OPERATING INCOME:
Service charges                                            2,814       2,755         943         952
Security (losses)gains, net                                 (105)        501          87           8
Trust income                                               2,252       1,898         790         590
Bank-owned life insurance                                  1,302         170         576         170
Other Income                                               2,496       2,274         852         773
                                                     -----------  ----------  ----------  ----------
Total other operating income                               8,759       7,598       3,248       2,493
                                                     -----------  ----------  ----------  ----------
Net interest income after provision for loan losses
and other operating income                                56,713      53,546      19,198      18,362
                                                     -----------  ----------  ----------  ----------
OTHER OPERATING EXPENSES:
Salaries, wages and employee benefits                     17,474      16,078      5,891       5,440
Occupancy                                                  2,201       2,033        726         704
Furniture and equipment                                    3,783       3,346      1,386       1,245
Other expenses                                            10,122       8,648      3,001       2,901
                                                     -----------  ----------  ---------  ----------
Total other operating expenses                            33,580      30,105     11,004      10,290
                                                     -----------   ----------  ---------  ---------
Income before income taxes                                23,133      23,441      8,194       8,072
Income tax expense                                         4,041       5,503      1,454       1,782
                                                     -----------  ----------  ----------  ---------
Net income                                               $19,092     $17,938     $6,740      $6,290
                                                    ===========  ==========  ==========  ==========

Weighted average number of common shares:
Basic                                                 9,274,743   9,273,670   9,271,135   9,275,834
                                                    ===========  ==========  ==========  ==========
Diluted                                               9,284,198   9,285,514   9,280,590   9,287,678
                                                    ===========  ==========  ==========  ==========
Net income per share information:
Basic                                                   $2.06       $1.93       $0.73       $0.68
                                                    ===========  ==========  ==========  ==========
Diluted                                                 $2.06       $1.93       $0.73       $0.68
                                                    ===========  ==========  ==========  ==========
Cash dividends per share                                $0.81       $0.71       $0.28       $0.25
                                                    ===========  ==========  ==========  ==========
<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)                                                               Nine Months Ended September 30,
OPERATING ACTIVITIES:                                                                   2000                    1999
                                                                          ------------------------------  ----------
<S>                                                                                    <C>                   <C>
Net Income                                                                             $19,092               $17,938
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses                                                                1,636                 1,469
Depreciation and amortization                                                            2,177                 2,028
Net amortization of investment
securities discount/premiums                                                               383                   698
Net realized security loss (gain)                                                          105                 (501)
Increase in accrued income receivable                                                   (1,775)              (1,321)
Increase in accrued interest payable                                                     2,817                 2,464
Increase in other assets                                                                (4,374)              (2,700)
Net increase in other liabilities                                                        6,132                 4,594
Increase in unearned income                                                             (1,714)              (2,517)
Write-down of other real estate owned                                                       83                    81
Decrease (increase) in intangible assets                                                   272                 (148)
                                                                          ------------------------------  ----------
Net cash provided by operating activities                                               24,834                22,085
                                                                          ------------------------------  ----------
INVESTING ACTIVITIES:
Proceeds from sales of investment securities available for sale                         80,539                49,936
Proceeds, maturity or calls of investment securities held to maturity                    5,213                10,340
Proceeds, maturity or calls of investment securities available for sale                 20,816                61,974
Purchases of investment securities held to maturity                                    (19,740)              (3,703)
Purchases of investment securities available for sale                                 (134,279)            (189,186)
Decrease (increase) in interest-bearing deposits in banks                                3,046               (1,052)
Net increase in loans                                                                  (72,835)            (129,032)
Net increase in premises and equipment                                                  (2,443)              (2,957)
Purchase of bank-owned life insurance                                                  (11,302)             (25,170)
Proceeds from sales of other real estate                                                 2,010                 1,556
                                                                          ------------------------------  ----------
Net cash used in investing activities                                                 (128,975)            (227,294)
                                                                          ------------------------------  ----------
FINANCING ACTIVITIES:
Net increase in deposits                                                               143,856                93,763
(Decrease) increase in U.S. Treasury demand notes                                       (1,138)                  285
Increase in federal funds purchased                                                     11,500                51,000
(Decrease) increase in FHLB borrowings                                                 (19,500)               47,750
(Decrease) increase in securities sold under agreement                                 (28,180)               15,944
Cash dividends & fractional shares                                                      (7,469)              (6,668)
Purchase of Treasury Stock                                                                (325)                (183)
Stock options                                                                               46                    39
                                                                          ------------------------------  ----------
Net cash provided by financing activities                                               98,790               201,930
                                                                          ------------------------------  ----------
Net increase (decrease) in cash and cash equivalents                                    (5,351)              (3,279)
Cash and cash equivalents at beginning of period                                        56,254                61,710
                                                                          ------------------------------  ----------
Cash and cash equivalents at end of the period                                         $50,903               $58,431
                                                                          ==============================  ==========

Cash paid during the period for:
Interest                                                                               $44,952               $33,812
                                                                          ==============================  ==========
Income taxes                                                                            $2,048                $3,130
                                                                          ==============================  ==========
Supplemental disclosure of noncash investing and financing activities:
Transfer of assets from loans to other real estate owned                                $1,015                  $708
                                                                          ==============================  ==========
<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
September  30,  2000,  the  results  of  its operations for nine and three month
periods  ended September 30, 2000 and 1999 and the cash flows for the nine month
periods ended  September  30, 2000 and 1999. This quarterly report refers to the
Corporation's  subsidiary  banks,  collectively as "the banks."We recommend that
you  read  these unaudited consolidated financial statements 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 Citizens Bank and Trust
Company.

The  results  of operations for the nine and three month periods ended September
30,  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 nine months
of  2000  was  $22,682,000,  compared to $4,357,000 for the first nine 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.
 During  July  2000,  the  Corporation  reclassified  $7,574,000  of  investment
securities  from  the  held  to  maturity  category  to  the  available for sale
category,  due to its acquisition of Citizens Bank and Trust Company.As a result
of  the  reclassification,  the  Corporation  recorded  $19,000  net  of  taxes
unrealized  holding  losses  in  accumulated  other  comprehensive  income.

PAGE 6

NOTE  6  -  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 received
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  merged into those of
Citizens  National  Bank,  a  wholly  owned  subsidiary of Harleysville National
Corporation.

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.

 The  enclosed  financial  information  for  the  periods  presented include the
consolidated  accounts  of  Northern  Lehigh Bancorp, Inc. and Citizens Bank and
Trust  Company.

NOTE 7 -On October 12, 2000, the Board of Directors declared a 5% stock dividend
payable  November  9, 2000, to shareholders of record October 26, 2000.All prior
period  amounts  were  restated  to  reflect  this  5%  stock  dividend.

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:
<TABLE>
<CAPTION>
<S>      <C>
*        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.
</TABLE>

OVERVIEW
--------

 The  Corporation  continued  its  strong  earnings performance during the third
quarter of 2000.Net income increased 7.2% in the third quarter of 2000, compared
to the third quarter of 1999.The year-to-date net income grew 6.4% from the same
period  in  1999.This  performance  was  achieved through an increase in earning
assets,  growth  in other income and the continued strength in loan quality.This
performance  was also achieved during a period when the Corporation successfully
completed  the  acquisition  of  Citizens Bank & Trust Co., a $130 million asset
community  bank.

 Consolidated  net  income for the first nine months of 2000 was $19,092,000, an
increase  of  $1,154,000, or 6.4%, over the first nine months of 1999 net income
of  $17,938,000.Basic and diluted earning per share for the first nine months of
2000  of  $2.06  increased  6.7%,  over  the first nine months of 1999 basic and
diluted  earnings  per  share  of  $1.93.Consolidated  net  income for the third
quarter of 2000 was $6,740,000, an increase of $450,000, or 7.2%, over the third
quarter  of  1999  net  income of $6,290,000.For the quarter ended September 30,
2000, basic and diluted earnings per share at $.73 were up 7.4% from $.68 in the
comparable  period  last  year.

 The  increase  in  net income during the first nine months of 2000, compared to
the  same  period  in 1999, is the result of both higher net interest income and
other  operating  income, and lower income tax expenses.Net interest income grew
$2,173,000,  primarily  as  a  result  of  a  12.4%  rise  in  average  earning
assets.Other  operating  income  rose  $1,161,000, 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 and acquisition related
expenses.

PAGE 8

 For  the nine months ended September 30, 2000, the annualized return on average
shareholders' equity and the annualized return on average assets were 16.84% and
1.40%,  respectively.For  the  same  period  in  1999,  the annualized return on
average  shareholders'  equity  was  16.07% and the annualized return on average
assets  was  1.49%.For the three months ended September 30, 2000, the annualized
return  on  average  shareholders'  equity  and the annualized return on average
assets  were  17.20%  and 1.44%, respectively.For the third quarter in 1999, the
annualized  return on average shareholders' equity was 17.07% and the annualized
return  on  average  assets  was  1.50%.

 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 .31% of total assets at both September 30, 2000
and  1999.This  ratio  was  .32%  at  December  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 nine months of 2000 of $49,590,000 increased
$2,173,000, or 4.6%, over the same period in 1999 of which produced net interest
income  of  $47,417,000.As illustrated in the table below, the primary source of
this  increase  was  a  rise  in interest income resulting from increase in loan
volumes  in  the  first  nine  months  of  2000,  compared to the same period in
1999.The  increase in interest income was partially offset by a rise in interest
expense,  the  result of both higher rates and volumes.The third quarter of 2000
net  interest  income  increased  1.1%, compared to the same period in 1999.This
rise  was  primarily  due  to  an  increase in loan volumes, partially offset by
higher  interest expense related to higher deposit volumes and deposit rates.The
third  quarter 2000 net interest income was also affected by the funding cost of
bank-owned  life insurance (BOLI).While bank deposits fund BOLI, the BOLI income
is  recognized  as other income.The average balance of BOLI in the third quarter
of  2000  was  $36,468,0000, compared to $11,975,000 during the third quarter of
1999.

 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 nine months and three month periods ended September 30,
2000  over  September  30,  1999  by  their  rate  and  volume  components.

<TABLE>
<CAPTION>

                                              Nine Months Ended                    Three Months Ended
                                             September 30, 2000                    September 30, 2000
                                                Over/Under                             Over/Under
                                             September 30, 1999                    September 30, 1999


<S>                                        <C>           <C>       <C>       <C>         <C>      <C>

                                            Total        Caused by:           Total     Caused by:
                                           ----------                         ----------
                                            Variance     Rate      Volume    Variance    Rate     Volume
                                          ----------  ---------  --------  ----------  -------  --------
Interest Income:
Securities *                                 $3,811     $1,129     $2,682     $1,119     $540      $579
Money market instruments                     (142)        234      (376)       (14)       105     (119)
Loans *                                      10,185       919      9,266      3,204       562     2,642
                                         ----------  ---------  --------  ----------  -------  --------
Total                                        13,854      2,282     11,572     4,309      1,207    3,102
                                         ----------  ---------  --------  ----------  -------  --------

Interest Expense:
Savings deposits                             2,675       1,450     1,225      1,129       712       417
Time deposits and certificates of deposit    5,759       1,475     4,284      2,274       818     1,456
Other borrowings                             3,062       1,150     1,912       598        492       106
                                         ----------  ---------  --------  ----------  -------  --------
Total                                        11,496      4,075     7,421      4,001      2,022    1,979
                                         ----------  ---------  --------  ----------  -------  --------

Net interest income                          $2,358    ($1,793)   $4,151      $308     ($815)    $1,123
                                         ==========  =========  ========  ==========  =======  ========
*Tax Equivalent Basis
</TABLE>

PAGE 9

 Taxable-equivalent  net  interest  income  was  $54,709,000  for the first nine
months  of  2000, compared to $52,351,000 for the same period in 1999, a 4.5% or
$2,358,000  increase.This  rise  in  taxable-equivalent  net interest income was
primarily  due  to  a $4,151,000 increase related to volume, which was partially
offset  by  a  reduction  in  net  interest  income,  related  to  rate.Total
taxable-equivalent  interest  income  grew  $13,854,000, primarily the result of
higher  volumes and rates of loans and securities.Average year-to-date loans and
securities  grew  $147,004,000  and  $49,233,000,  respectively at September 30,
2000,  compared  to  the  same period in 1999.The increase in average 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 $11,496,000 during the first nine months of 2000,
compared  to  the  same period in 1999.This growth was the result of both higher
rates  and  volumes  in  all deposit categories and other borrowings.The average
year-to-date  growth in time deposits and savings deposits were $101,540,000 and
$57,579,000,  respectively.The  growth  in  time  deposits  was primarily due to
greater  than  $100,000 time deposits related to municipalities and one business
customer. As a result of our continued efforts to acquire municipality deposits,
municipal  time  deposits  over  $100,000  should  continue to grow. The average
year-to-date  2000  other  borrowings grew $44,750,000 or 26.2%, compared to the
first  nine  months  of  1999.Included in the growth in other borrowings was the
funding required for the $25,000,000 capital leverage program.Deposits were used
to  fund  BOLI.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.

 Taxable-equivalent  net  interest  income  of  $18,341,000 was $308,000 or 1.7%
higher in the third quarter of 2000, compared to $18,033,000 for the same period
in  1999.Interest  income  grew $4,309,000 during the period, primarily due to a
11.9%  rise in loan volumes.The increase in interest income was partially offset
by  a  $4,001,000 rise  in interest expense.Increases in all deposit categories'
rates  and  volumes  contributed to this rise.Non-accruing loans are included in
the average balance yield calculation, but the average non-accruing loans had no
material  effect  on  the  results.

INTEREST  RATE  SENSITIVITY  ANALYSIS

 The  Corporation  actively  manages its 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 portfolios, their
offering  of  loan and deposit terms and borrowings from the FHLB. The nature of
the Banks' current operations is such that it 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.

PAGE 10

 The  banks  use  two  principal  reports  to  measure  interest  rate  risk:
asset/liability  simulation  reports; and net interest margin reports.Management
also simulates possible economic conditions and interest rate scenarios in order
to  quantify the impact on net interest income.The effect that changing interest
rates  have  on  the  Banks'  net interest income is simulated by increasing and
decreasing  interest rates.This simulation is known as rate shocks.The September
30,  2000  report  below  forecasts changes in the Banks' market value of equity
under  alternative  interest  rate  environments.The  market  value of equity is
defined  as the net present value of the Banks' existing assets and liabilities.

<TABLE>
<CAPTION>

(Dollars  in  thousands)

                    CHANGE IN    ASSET/LIABILITY
                   MARKET VALUE    MARKET VALUE    PERCENTAGE      APPROVED
                    OF EQUITY       OF EQUITY        CHANGE     PERCENT CHANGE
                   ------------  ----------------  -----------  ---------------
<S>                  <C>             <C>             <C>            <C>
+200 Basis Points    343,403         (27,006)        -7.29%         +/- 30%
+100 Basis Points    369,847          (562)          -0.15%         +/- 30%
Flat Rate            370,409            0             0.00%         +/- 30%
-100 Basis Points    342,163         (28,246)        -7.63%         +/- 30%
-200 Basis Points    309,395         (61,014)        -16.47%        +/- 30%
</TABLE>

 In  the  event the Banks should experience an excessive decline in their market
value  of equity resulting from changes in interest rates, they have a number of
options  which  they could utilize to remedy such a mismatch.The Banks could
restructure  their  investment  portfolio through sale or purchase of securities
with more favorable repricing attributes.They could also emphasize loan products
with  appropriate  maturities  or  repricing  attributes, or attract deposits or
obtain  borrowings  with  desired  maturities.


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

 The  net interest margin of 4.28% for the nine-month period ended September 30,
2000,  decreased from the 4.60% net interest margin for the first nine months of
1999.The decrease in the net interest margin is due to both the capital leverage
program  and  the funding of the bank-owned life insurance (BOLI) with deposits,
and  the  high cost of attracting new deposits.The bank purchased $25,000,000 of
BOLI  during the third quarter of 1999 and $10,000,000 during the second quarter
of 2000.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 8.02% during the first nine months of
2000  was  higher than the 7.79% earned during the first nine months of 1999.The
increase  in  the  yield  is primarily due to the impact of the rise in interest
rates  during  this  period. The first nine months of 2000 average interest rate
paid  on interest-bearing deposits and other borrowings of 4.44% was higher than
the first nine months of 1999 rate of 3.93%.The increase in the average interest
rate  paid  is  the  result  of funding the capital leverage program with higher
costing  FHLB  borrowings,  higher interest rates and the overall higher cost of
attracting  new  deposits.The third quarter of 2000 net interest margin of 4.22%
was  lower  than  the  third  quarter  1999  net  interest  margin  of  4.54%.

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.

PAGE 11

 For the first nine months of 2000 the provision for loan losses was $1,636,000,
compared to $1,469,000 for the same period in 1999.The higher provision for loan
losses during the first nine months of 2000, compared to the same period in 1999
is  attributed  to the growth in loans during this period and an increase in net
loans charged off.Net loans charged-off was $1,191,000 for the nine months ended
September 30, 2000, compared to $781,000 for the nine months ended September 30,
1999.The  increase  in  loans charged off was primarily due to consumer and real
estate  related  loans.The  ratio  of  nonperforming  assets to total assets for
September  30, 2000 of .31% was lower than the .32% at December 31, 1999, and it
did  not  change  from  the  September  30,  1999  ratio.

Allowance  for  Loan  Losses
----------------------------
Transactions  in  the  allowance  for  loan  losses  are  as  follows:

<TABLE>
<CAPTION>

<S>                                                                <C>           <C>           <C>
                                                                   2000            1999
                                                                   ------------  -------------
Balance, Beginning of Year                                         $14,887,000     $14,246,000
Provision charged to operating expenses                              1,636,000       1,469,000
Loans charged off                                                   (1,717,000)      (991,000)
Recoveries                                                             526,000         210,000
                                                              ----------------  ------------
Balance, September 30                                               15,332,000      14,934,000
                                                              ================  ============

Ratios:                                                         Sept. 30, 2000  Dec. 31, 1999  Sept. 30, 1999
-------------------------------------------------               --------------  -------------  --------------
Allowance for loan losses to nonperforming assets                       259.1%         266.3%     277.0%
Nonperforming assets to total loans & net assets
acquired in foreclosure                                                  0.50%          0.50%      0.50%
Nonperforming assets to total total assets                               0.31%          0.32%      0.31%
Allowance for loan losses to total loans                                 1.29%          1.33%      1.37%
</TABLE>

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

<TABLE>
<CAPTION>

                                  September 30, 2000
                                  ------------------

                                            Percent
                                  Amount   of Loans
                                --------  ---------
<S>                               <C>      <C>
Commercial and industrial         $5,599       26%
Consumer loans                     5,355       35%
Real estate                        3,308       30%
Lease financing                    1,070        9%
                                --------  --------
Total                             15,332      100%
                                ========  ========
</TABLE>

 Nonperforming assets (nonaccruing loans, net assets in foreclosure and troubled
debt  restructured  loans)  were 0.50% of total loans and net assets acquired in
foreclosure  was the same at September 30, 2000, December 31, 1999 and September
30,  1999.The  ratio  of the allowance for loan losses to loans at September 30,
2000 of 1.29% decreased from the December 31, 1999 and September 30, 1999 ratios
of  1.33%  and  1.37%,  respectively.

 Nonaccruing loans at September 30, 2000 of $5,119,000,000, increased $1,429,000
from  the December 31, 1999 level of $3,690,000, and increased $404,000 from the
September  30,  1999  level  of  $4,715,000.The increase in nonaccruing loans at
September 30, 2000, compared to December 31, 1999 was primarily the result of an
increase  in  commercial  nonaccruing  loans.

PAGE 12

 Net assets in foreclosure totaled $358,000 as of September 30, 2000, a decrease
of  $1,078,000 from the December 31, 1999 balance of $1,436,000.During the first
nine  months  of  2000,  transfers  from  loans  to  assets  in foreclosure were
$1,015,000, payments on foreclosed properties totaled $2,010,000 and write-downs
of  assets  in  foreclosure  equaled  $83,000.The loans transferred to assets in
foreclosure included leases of $731,000, mortgages of $141,000, commercial loans
of  $121,000  and  consumer  loans  of  $22,000.The  balance  of  net  assets in
foreclosure  at  September  30,  1999  was  $202,000.Efforts to liquidate assets
acquired  in  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 September 30, 2000, there were two unrelated borrowers with troubled debt
restructured loans totaling $441,000, compared with two unrelated borrowers with
a balance of $465,000 as of December 31,1999 and $473,000 at September 30, 1999.
The two customers were complying with the restructured terms as of September 30,
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 September 30, 2000, loans past due 90 days or more and still
accruing  interest  were  $951,000, compared to $565,000 as of December 31, 1999
and  $2,676,000  as of September 30, 1999.The increase in loans past due 90 days
at September 30, 1999, compared December 31, 1999 was primarily the result of an
increase  in  commercial  loans  past  due  90  days.

<TABLE>
<CAPTION>

The  following  information  concerns  impaired  loans:

<S>                                               <C>              <C>             <C>
Impaired Loans:                                   Sept. 30, 2000   Dec. 31, 1999   Sept. 30, 1999
                                                  ---------------  --------------  ---------------
Restructured Loans                                    $441,000         $465,000        $473,000
Nonaccrual Loans                                    $3,854,000       $2,117,000      $3,186,000
                                               ---------------  --------------  ---------------
Total Impaired Loans                                $4,295,000       $2,582,000      $3,659,000
                                               ===============  ==============  ===============

Average year-to-date impaired loans:                $2,648,000       $3,046,000      $2,859,000
                                               ===============  ==============  ===============

Impaired loans with specific loss allowances:       $4,295,000       $2,582,000      $3,659,000
                                               ===============  ==============  ===============

Loss allowances reserved on impaired loans:           $445,000         $262,000        $467,000
                                               ===============  ==============  ===============

Year-to-date income recognized on impaired loans      $79,000         $132,000        $106,000
                                                  ===============  ==============  ===============
</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
------------------------
                                     Nine Months Ended Sept. 30,      Three Months Ended Sept. 30,
                                    ----------------------------      ----------------------------
<S>                                  <C>                  <C>              <C>                <C>
                                            2000           1999             2000              1999
                                   ----------------------  -----           -----             -----
(Dollars in thousands)
Service charges                            2,814           2,755             943               952
Securities (losses) gains, net             (105)             501              87                 8
Trust income                               2,252           1,898             790               590
Bank-owned life insurance income           1,302             170             576               170
Other income                               2,496           2,274             852               773
                                       ---------           -----           -----             -----
Total other operating income               8,759           7,598           3,248             2,493
                                   ======================  =====           =====             =====
</TABLE>

PAGE 13

 Other  operating income for the first nine months of 2000 increased $1,161,000,
or  15.3%,  from $7,598,000 at September 30, 1999 to $8,759,000 at September 30,
2000.This  rise  in  other operating income is the result of a $59,000 growth in
service  charges,  a  $354,000  rise  in trust income and a $222,000 increase in
other  income.Bank-owned  life insurance (BOLI) income contributed $1,302,000 to
other  operating  income  during  the  first  nine  months  of 2000, compared to
$170,000  during  the  same period in 1999.A $606,000 decrease in security gains
partially  offset  these increases.The rise in other operating income was 24.9%,
not  inclusive  of  the securities gains and losses.The third quarter 2000 other
income  was  30.3%  higher  than  the  third  quarter  of 1999.This increase was
primarily  due  to  both  the rise in BOLI income and the growth in Trust income
earned  during  the  third  quarter  of  2000.

 Service  charges  grew  $59,000,  or  2.1%  in  the  first nine months of 2000,
compared  to the same period in 1999.This growth was primarily the result of the
increase in service fees earned on retail customers and an increase in overdraft
fees,  partially  offset  by  lower service fees earned on business accounts.The
lower business service fee earned is the result of the impact of higher interest
rates on the account analysis credits.The higher account analysis credits offset
a  greater  portion of business service fees during 2000. The 2000 third quarter
service  charge  income  of  $943,000,  decreased  $9,000, or .9% over the third
quarter  of  1999.This  decrease  is  due  to  the lower fees earned on business
accounts.

 The  Corporation  recorded  net  security  losses  on the sale of securities of
$105,000  in the first nine months of 2000 and a net security gain of $87,000 in
the  third  quarter  of  2000.The Corporation recorded net security gains on the
sale  of  securities  of $501,000 in the first nine months of 1999 and $8,000 in
the  third  quarter  of 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
$354,000,  or  18.7%  in the first nine months of 2000 and $200,000, or 33.9% in
the  third  quarter of 2000, compared to the same periods in 1999.These increase
was  the  result  of  both  an  increase in the book value of trust assets under
management  of  23.9%  from  September  30,  1999 to September 30, 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).The corporation entered into an
additional $10,000,000 investment of BOLI during the second quarter of 2000.BOLI
involves  the  corporation  purchasing life  insurance 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  profit offsets a portion of future benefit cost increases.Bank
deposits fund BOLI and the earnings from BOLI are recognized as other income.The
corporation recognized $1,302,000 of BOLI income during the first nine months of
2000  and  $576,000  during  the  third  quarter  of 2000.The corporation earned
$170,000  of  BOLI  income  for both the third quarter of 1999 and for the first
nine  months  of  1999.

 Other  income  for  the  first nine months of 2000 increased $222,000, or 9.8%,
compared  to  the  same period in 1999.The third quarter of 2000 other income of
$852,000  grew $79,000, or 10.2%, over the third quarter of 1999.Contributing to
this rise were increases related to loan servicing fees, loan insurance 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 nine months of 2000, compared to the same
period  in  1999.

PAGE 14

<TABLE>
<CAPTION>

OTHER  OPERATING  EXPENSES
--------------------------
                                Nine  Months  Ended  Sept.  30,          Three Months Ended Sept. 30,
                                -------------------------------         -----------------------------
<S>                               <C>                   <C>             <C>            <C>
                                          2000             1999           2000              1999
                                  ----------------------  ------         ------            ------
(Dollars in thousands)
Salaries                                  13,276          12,092           4,512            4,152
Employee benefits                          4,198           3,986           1,379            1,288
Occupancy expense                          2,201           2,033             726              704
Furniture and equipment expense            3,783           3,346           1,386            1,245
Other expenses                            10,122           8,648           3,001            2,901
                                         -------          ------          ------           ------
Total other operating expenses            33,580          30,105          11,004           10,290
                                  ======================  ======          ======           ======
</TABLE>

 Other  operating  expenses  for  the  first  nine months of 2000 of $33,580,000
increased $3,475,000, or 11.5%, from $30,105,000 for the same period in 1999.The
rise  in  operating  expenses  was  the  result  of  costs related to technology
enhancements  to  be  used  to  improve both the Banks productivity and products
offered  to  customers,  cost  related  to the merger of Citizens Bank and Trust
Company  and other expenses related to the overall growth of the banks.The third
quarter  other  operating  expenses  increased  6.9%  over  the third quarter of
1999.This  is  a  reduction from the second quarter 2000 16.4% increase over the
second quarter of 1999.The second quarter of 2000 included the Citizens Bank and
Trust  Company  merger  related  expenses.

 Employee  salaries increased $1,184,000, or 9.8% from $12,092,000 for the first
nine months of 1999 to $13,276,000 for the same period in 2000.Employee benefits
of  $4,198,000 expensed in the first nine months of 2000, were $212,000, or 5.3%
higher  than the $3,986,000 of employee benefits expensed during the same period
in  1999.The third quarter 2000 salary and employee benefits exceeded the second
quarter  of  1999 levels by 8.7% and 7.1%, respectively.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 $168,000, or 8.3%, from $2,033,000 in the first
nine months of 1999 to $2,201,000 in the first nine months of 2000.Net occupancy
expenses  grew  3.1% in the third quarter of 2000, compared to the third quarter
of 1999.Contributing to this increase was the opening of a new branch and an off
lease  vehicle  sales  center,  and  repair  and  maintenance expenses.Equipment
expense  increased $437,000, or  13.1%,  during  the  first nine months of 2000,
compared  to  the  same period in 1999.The third quarter equipment expenses grew
$141,000,  or  11.3%  over  the third quarter of 1999.These increases are due to
both  equipment  depreciation  and maintenance associated with planned increased
technology  capabilities  used  to  manage  the growth of the Corporation and to
enhance  the  products  offered  to  customers.

 Other  expenses  increased  $1,474,000,  or 17.0%, from $8,648,000 in the first
nine  months  of 1999, compared to $10,122,000 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, and the merger of Citizens Bank
and  Trust  Company.The  2000 merger related other expenses were recorded during
the first six months of the year.Third quarter 2000 other expenses of $3,001,000
were  3.4%  higher  than the third quarter of 1999 other expenses of $2,901,000.

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  $132,329,000, or 7.5%, from $1,767,667,000 at December 31,
1999  to  $1,899,996,000  at  September  30,  2000.This growth was the primarily
result  of  an  increases  in  earning  assets  and  BOLI  of  $113,442,000  and
$11,302,000,  respectively.During  the  first  nine  months  of 2000, loans grew
$70,628,000  and  securities rose $52,460,000.These earning asset increases were
offset by decreases to federal funds sold and interest-bearing deposits in banks
of  $6,600,000  and  $3,046,000,  respectively.

PAGE 15

The  balance  of  securities  available  for  sale  at  September  30,  2000  of
$550,858,000  increased $45,498,000 compared to the December 31, 1999 balance of
$505,360,000.During  the  first  nine  months of 2000, $80,539,000 of securities
were  sold  which generated a pretax loss of $105,000.In comparison, $49,936,000
securities  available for sale were sold during the first nine months of 1999 to
generate  a  pretax  gain  of  $501,000.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 $6,962,000 during the
first  nine  months  of  2000.

 Total  loans  grew  $70,628,000  or  6.3%  during  the  first  nine  months  of
2000.Contributing  to this increase were consumer loans, leases, real estate and
commercial loans which grew $44,070,000, $17,549,000, $4,594,000 and $4,415,000,
respectively.The  growth  in  consumer loans was primarily in financing indirect
automobile  dealer  loans.

 Total deposits increased $143,856,000, or 10.7% from $1,341,446,000 at December
31, 1999 to $1,485,302,000 at September 30, 2000.This increase was primarily due
to  the  growth  in  money  market  accounts  and  time  deposits  during  this
period.Money  market  accounts  grew  $66,311,000,  primarily as a result of the
growth  in  municipal  and trust deposits.Time deposits under $100,000 increased
$17,492,000 and time deposits greater than $100,000 grew $67,712,000.The primary
source  of  the  rise  in  the  greater  than  $100,000  time deposits came from
municipal  customers.The  growth in the time deposits over $100,000 provided the
banks  with  a  lower cost-funding alternative in the first nine months of 2000,
compared to the higher level of other borrowings during 1999.Noninterest-bearing
checking  accounts  grew  $3,459,000  and  savings  accounts  increased
$135,000.Interest  bearing  deposits  decreased  $11,253,000.Other  borrowings
experienced  a  decrease  of  $37,318,000 during the first nine months of 2000.A
decrease  in  securities sold under agreements to repurchase of $28,180,000, was
partially  offset  by  increases  in  federal funds purchased of $11,500,000.The
decrease  in  securities  sold  under agreements to repurchase was primarily the
result  of  a  business  customer  withdrawing  funds  and transferring funds to
greater  than  $100,000 time deposits during the first nine months of 2000.U. S.
treasury demand notes and Federal Home Loan Bank borrowings decreased $1,138,000
and  $19,500,000,  respectively  during  this  period.

CAPITAL
-------

 Capital  formation  is  important  to  the  Corporation's well being and future
growth.Capital  for  the  period  ending September 30, 2000 was $161,598,000, an
increase of $14,935,000  over  the end of 1999.The increase is the result of the
retention  of  the  Corporation's  earnings  and  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  (loss)  in  the equity section of the
balance  sheet.The  accumulated other comprehensive income at September 30, 2000
was  a  loss  of  $7,218,000,  compared to a loss of $10,808,000 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)

             As of September 30, 2000      Actual   Actual
             ------------------------
                                           Amount    Ratio
<S>                                       <C>      <C>
Total Capital (to risk weighted assets):
Corporation                                183,260  13.30%
Harleysville National Bank                 103,746  10.34%
Citizens National Bank                     37,623   14.70%
Security National Bank                     13,317   12.96%
Tier 1 Capital (to risk weighted assets):
Corporation                                167,921  12.18%
Harleysville National Bank                 93,087   9.27%
Citizens National Bank                     34,421   13.45%
Security National Bank                     12,256   11.93%
Tier 1 Capital (to average assets):
Corporation                                167,921  8.99%
Harleysville National Bank                 93,087   7.05%
Citizens National Bank                     34,421   8.72%
Security National Bank                     12,256   8.90%
</TABLE>

PAGE 16

<TABLE>
<CAPTION>

                                                          To Be Well Capitalized
                                       For Capital        Under Prompt Corrective
    As of September 30, 2000         Adequacy Purposes       Action Provision
    ------------------------

                                           Amount   Ratio   Amount   Ratio
                                           -------  ------  -------  ------
<S>                                      <C>       <C>    <C>       <C>
Total Capital (to risk weighted assets):
Corporation                                110,256  8.00%      -       -
Harleysville National Bank                 80,299   8.00%   100,374  10.00%
Citizens National Bank                     20,478   8.00%    25,597  10.00%
Security National Bank                      8,217   8.00%    10,272  10.00%
Tier 1 Capital (to risk weighted assets):
Corporation                                55,128   4.00%      -       -
Harleysville National Bank                 40,150   4.00%   60,225   6.00%
Citizens National Bank                     10,239   4.00%   15,358   6.00%
Security National Bank                      4,109   4.00%    6,163   6.00%
Tier 1 Capital (to average assets):
Corporation                                74,685   4.00%      -       -
Harleysville National Bank                 52,806   4.00%   66,007   5.00%
Citizens National Bank                     15,797   4.00%   19,747   5.00%
Security National Bank                      5,510   4.00%    6,888   5.00%
</TABLE>

<TABLE>
<CAPTION>

(Dollars  in  thousands)

             As of December 31, 1999     Actual     Actual
            -----------------------
                                         Amount     Ratio
                                        -------    ------
<S>                                      <C>       <C>
Total Capital (to risk weighted assets):
Corporation                                171,548  13.48%
Harleysville National Bank                 93,993   10.23%
Citizens National Bank                     40,305   16.27%
Security National Bank                      9,593   10.57%
Tier 1 Capital (to risk weighted assets):
Corporation                                156,326  12.29%
Harleysville National Bank                 83,222   9.06%
Citizens National Bank                     37,208   15.02%
Security National Bank                      8,532   9.40%
Tier 1 Capital (to average assets):
Corporation                                156,326  8.92%
Harleysville National Bank                 83,222   6.76%
Citizens National Bank                     37,208   9.35%
Security National Bank                      8,532   7.05%
</TABLE>

PAGE 17
<TABLE>
<CAPTION>

                                                         To Be Well Capitalized
                                        For Capital      Under Prompt Corrective
     As of December 31, 1999         Adequacy Purposes       Action Provision
     -----------------------

                                           Amount   Ratio   Amount  Ratio
                                           -------  ------  ------  ------
<S>                                       <C>      <C>     <C>     <C>
Total Capital (to risk weighted assets):
Corporation                                101,772  8.00%     -       -
Harleysville National Bank                 73,484   8.00%   91,855  10.00%
Citizens National Bank                     19,822   8.00%   24,777  10.00%
Security National Bank                      7,259   8.00%   9,074   10.00%
Tier 1 Capital (to risk weighted assets):
Corporation                                50,886   4.00%     -       -
Harleysville National Bank                 36,742   4.00%   55,113  6.00%
Citizens National Bank                      9,911   4.00%   14,866  6.00%
Security National Bank                      3,629   4.00%   5,444   6.00%
Tier 1 Capital (to average assets):
Corporation                                70,081   4.00%     -       -
Harleysville National Bank                 49,228   4.00%   61,536  5.00%
Citizens National Bank                     15,918   4.00%   19,898  5.00%
Security National Bank                      4,844   4.00%   6,055   5.00%
</TABLE>

 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 9.59% at
September  30,  2000,  compared  with  9.66%  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 includes the
allowance  for  loan  losses.The  minimum  for the Tier 1 ratio is 4.0%, and the
total  capital  ratio  (Tier  2)  minimum  is  8.0%.At  September  30, 2000, the
Corporation's  Tier  1  risk-adjusted  capital  ratio  was 12.18%, and the total
risk-adjusted  capital  ratio  was  13.30%,  both  well  above  the  regulatory
requirements.The  risk-based  capital  ratios  of  each  of  the  Corporation's
commercial  banks  also  exceeded regulatory requirements at September 30, 2000.

PAGE 18

 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 8.99% at September 30, 2000 and 8.92% at December 31, 1999.

 The  year-to-date  September 30, 2000 cash dividend per share of $.81 was 14.1%
higher  than  the cash dividend for the same period in 1999 of $.71.The dividend
payout  ratio  for  the first nine months of 2000 was 37.96%, compared to 40.34%
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 six 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 $4,850,000  during  the  first  nine  months  of  2000  and
securities available for sale averaged $520,277,000 during the first nine months
of  2000,  more  than  sufficient  to meet normal fluctuations in loan demand or
deposit  funding.Federal  fund  lines  of  credit established with correspondent
banks  provide  backup  sources  of  liquidity.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  $164,624,000,  as  of  September  30,  2000.

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:

PAGE 19

*   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  service  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
banks 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 20

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  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 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 that 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  one new
branch.Harleysville  National  Bank is pursuing a location in Souderton.This new
branch  site  is contiguous to our current service area and was chosen to expand
the  Banks'  market  area  and  market  share  of  loans  and  deposits.

PAGE 21

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 received 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  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 22
                           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
------   ---------------------------------------------------
None

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

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

(a) Exhibits:
-----------
The following exhibits are being filed as part of this Report:

<TABLE>
<CAPTION>

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

<S>    <C>
(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.)

PAGE 23

(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
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

  (b)Reports on Form 8-K

  Current Report on Form 8-K, dated April 28, 2000, filed with the Commission on May 2, 2000,
reporting, at Item 5, the Registrant's completion of Citizens Bank and Trust Company.

  Current Report on Form 8-K, dated July 13, 2000, filed with the Commission on July 19, 2000,
  reporting the Registrant's second quarter 2000 press release.

   Current Report on Form 8-K, dated October 12, 2000, filed with the Commission on October 16,
2000, reporting the Registrant's third quarter 2000 press release.

</TABLE>

PAGE 24

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:November  14,  2000

PAGE 25

    EXHIBIT INDEX
<TABLE>
<CAPTION>

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

(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
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
</TABLE>

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