SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-Q
                                   (Mark One)

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

                 For the quarterly period ended March 31, 2001.
                                                --------------

                                       OR

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

     For the transition period from__________________to____________________.

                         Commission file number 0-15237
                                                -------

                        HARLEYSVILLE NATIONAL CORPORATION
                        ---------------------------------
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                                  <C>
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)
</TABLE>


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: 9,143,362 shares of Common
Stock,  $1.00  par  value,  outstanding  on  April  30,  2001.
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 - March 31, 2001 and December 31, 2000. . . . . . . . . . . . . .     3

Consolidated Statements of Income - Three Months Ended March 31, 2001 and 2000. . . . . . . .     4

Consolidated Statements of Cash Flows - Three Months Ended March 31, 2001 and 2000. . . . . .     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. . . . . . . . . . . . . .    20

Part II.  Other Information

Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21

Item 2.  Change in Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . . . .    21

Item 3.  Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .    21

Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . .    21

Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22

Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . .    22

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
</TABLE>
PAGE 2

<TABLE>
<CAPTION>

        PART  1.  FINANCIAL  INFORMATION
HARLEYSVILLE  NATIONAL  CORPORATION  AND  SUBSIDIARIES
         CONSOLIDATED  BALANCE  SHEETS
(Dollars  in  thousands)                          (Unaudited)

                                                                      March 31, 2001    December 31, 2000
                                                                     ----------------  -------------------
<S>                                                                  <C>               <C>
ASSETS
Cash and due from banks . . . . . . . . . . . . . . . . . . . . . .  $        55,485   $           52,018
Interest-bearing deposits in banks. . . . . . . . . . . . . . . . .            5,073                3,507
                                                                     ----------------  -------------------
    Total cash and cash equivalents . . . . . . . . . . . . . . . .           60,558               55,525
                                                                     ----------------  -------------------

Investment securities available for sale. . . . . . . . . . . . . .          601,020              570,619
Investment securities held to maturity
 (market value $30,875 and $31,601, respectively) . . . . . . . . .           29,862               30,841
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,227,068            1,209,605
Less: Unearned income . . . . . . . . . . . . . . . . . . . . . . .            2,524                2,450
         Allowance for loan losses. . . . . . . . . . . . . . . . .          (15,295)             (15,210)
                                                                     ----------------  -------------------
             Net loans. . . . . . . . . . . . . . . . . . . . . . .        1,214,297            1,196,845
                                                                     ----------------  -------------------
Bank premises and equipment, net. . . . . . . . . . . . . . . . . .           21,893               21,870
Accrued income receivable . . . . . . . . . . . . . . . . . . . . .           12,614               12,391
Other real estate owned . . . . . . . . . . . . . . . . . . . . . .              527                  288
Intangible assets, net. . . . . . . . . . . . . . . . . . . . . . .            1,628                1,697
Bank-owned life insurance . . . . . . . . . . . . . . . . . . . . .           38,162               37,471
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .            8,671                7,666
                                                                     ----------------  -------------------
         Total assets . . . . . . . . . . . . . . . . . . . . . . .  $     1,989,232   $        1,935,213
                                                                     ================  ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
   Noninterest-bearing. . . . . . . . . . . . . . . . . . . . . . .  $       223,815   $          227,446
   Interest-bearing:
     Checking accounts. . . . . . . . . . . . . . . . . . . . . . .          162,442              163,807
     Money market accounts. . . . . . . . . . . . . . . . . . . . .          360,186              333,622
     Savings. . . . . . . . . . . . . . . . . . . . . . . . . . . .          167,059              161,233
     Time, under $100,000 . . . . . . . . . . . . . . . . . . . . .          441,450              430,074
     Time, $100,000 or greater. . . . . . . . . . . . . . . . . . .          176,044              172,868
                                                                     ----------------  -------------------
          Total deposits. . . . . . . . . . . . . . . . . . . . . .        1,530,996            1,489,050
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . .           24,486               22,346
U.S. Treasury demand notes. . . . . . . . . . . . . . . . . . . . .            2,015                2,055
Federal funds purchased . . . . . . . . . . . . . . . . . . . . . .           22,500               44,500
Federal Home Loan Bank (FHLB) borrowings. . . . . . . . . . . . . .          115,750              110,750
Securities sold under agreements to repurchase. . . . . . . . . . .           84,384               74,083
Guaranteed preferred beneficial interest in Corporatation's
  subordinated debentures . . . . . . . . . . . . . . . . . . . . .            5,155                    -
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . .           24,647               18,893
                                                                     ----------------  -------------------
          Total liabilities . . . . . . . . . . . . . . . . . . . .        1,809,933            1,761,677
                                                                     ----------------  -------------------
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 9,254,062 shares in 2001 and
       9,253,762 shares in 2000 . . . . . . . . . . . . . . . . . .            9,254                9,254
    Additional paid in capital. . . . . . . . . . . . . . . . . . .           79,878               79,869
    Retained Earnings . . . . . . . . . . . . . . . . . . . . . . .           87,015               83,244
    Treasury stock, at cost: 2001- 87,100; 2000 - 8,500 . . . . . .           (3,111)                (253)
    Accumulated other comprehensive income. . . . . . . . . . . . .            6,263                1,422
                                                                     ----------------  -------------------
          Total shareholders' equity. . . . . . . . . . . . . . . .          179,299              173,536
                                                                     ----------------  -------------------
          Total liabilities and shareholders' equity. . . . . . . .  $     1,989,232   $        1,935,213
                                                                     ================  ===================
<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>
PAGE 3

<TABLE>
<CAPTION>

     HARLEYSVILLE  NATIONAL  CORPORATION  AND  SUBSIDIARIES
          CONSOLIDATED  STATEMENTS  OF  INCOME
                        (Unaudited)                            Three months ended
        (Dollars in thousands except weighted average number       March 31,
         of  common  shares  and  per  share  information)        ---------


                                                              2001        2000
                                                           ----------  -----------
<S>                                                        <C>         <C>
INTEREST INCOME:
Loans, including fees . . . . . . . . . . . . . . . . . .  $   22,570  $   20,790
Lease financing . . . . . . . . . . . . . . . . . . . . .       2,504       2,027
Investment securities:
   Taxable. . . . . . . . . . . . . . . . . . . . . . . .       6,532       5,718
   Exempt from federal taxes. . . . . . . . . . . . . . .       2,818       2,659
Federal funds sold. . . . . . . . . . . . . . . . . . . .          24         125
Deposits in banks . . . . . . . . . . . . . . . . . . . .          61         104
                                                           ----------  -----------
      Total interest income . . . . . . . . . . . . . . .      34,509      31,423
                                                           ----------  -----------
INTEREST EXPENSE:
Savings deposits. . . . . . . . . . . . . . . . . . . . .       5,160       3,969
Time, under $100,000. . . . . . . . . . . . . . . . . . .       6,321       5,474
Time, $100,000 or greater . . . . . . . . . . . . . . . .       2,821       2,497
Borrowed funds. . . . . . . . . . . . . . . . . . . . . .       3,056       3,140
                                                           ----------  -----------
      Total interest expense. . . . . . . . . . . . . . .      17,358      15,080
                                                           ----------  -----------
      Net interest income . . . . . . . . . . . . . . . .      17,151      16,343
Provision for loan losses . . . . . . . . . . . . . . . .         647         506
                                                           ----------  -----------
      Net interest income after provision for loan losses      16,504      15,837
                                                           ----------  -----------
OTHER OPERATING INCOME:
Service charges . . . . . . . . . . . . . . . . . . . . .       1,027         923
Security (losses)  gains, net . . . . . . . . . . . . . .         721        (112)
Trust income. . . . . . . . . . . . . . . . . . . . . . .         827         692
Bank-owned life insurance . . . . . . . . . . . . . . . .         691         347
Other Income. . . . . . . . . . . . . . . . . . . . . . .         926         803
                                                           ----------  -----------
      Total other operating income. . . . . . . . . . . .       4,192       2,653
                                                           ----------  -----------
      Net interest income after provision for loan losses
         and other operating income . . . . . . . . . . .      20,696      18,490
                                                           ----------  -----------
OTHER OPERATING EXPENSES:
Salaries, wages and employee benefits . . . . . . . . . .       6,300       5,732
Occupancy . . . . . . . . . . . . . . . . . . . . . . . .         902         776
Furniture and equipment . . . . . . . . . . . . . . . . .       1,207       1,184
Other expenses. . . . . . . . . . . . . . . . . . . . . .       4,056       3,236
                                                           ----------  -----------
      Total other operating expenses. . . . . . . . . . .      12,465      10,928
                                                           ----------  -----------
      Income before income taxes. . . . . . . . . . . . .       8,231       7,562
Income tax expense. . . . . . . . . . . . . . . . . . . .       1,700       1,517
                                                           ----------  -----------
Net income. . . . . . . . . . . . . . . . . . . . . . . .  $    6,531  $    6,045
                                                           ==========  ===========

Weighted average number of common shares:
        Basic . . . . . . . . . . . . . . . . . . . . . .   9,205,802   9,275,363
                                                           ==========  ===========
        Diluted . . . . . . . . . . . . . . . . . . . . .   9,373,698   9,285,955
                                                           ==========  ===========
Net income per share information:
        Basic . . . . . . . . . . . . . . . . . . . . . .  $     0.71  $     0.65
                                                           ==========  ===========
        Diluted . . . . . . . . . . . . . . . . . . . . .  $     0.70  $     0.65
                                                           ==========  ===========
Cash dividends per share. . . . . . . . . . . . . . . . .  $     0.30  $     0.26
                                                           ==========  ===========
<FN>
See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>
PAGE 4

<TABLE>
<CAPTION>

              HARLEYSVILLE  NATIONAL  CORPORATION  AND  SUBSIDIARIES
                    CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(Unaudited)


<S>                                                                        <C>                  <C>
(Dollars in thousands). . . . . . . . . . . . . . . . . . . . . . . . . . .     Three Months Ended March 31,
OPERATING ACTIVITIES: . . . . . . . . . . . . . . . . . . . . . . . . . . .            2001       2000
                                                                                    ---------  ---------
  Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      6,531   $  6,045
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Provision for loan losses . . . . . . . . . . . . . . . . . . . . . . .           647        506
    Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .           646        666
    Net amortization of investment
      securities discount/premiums. . . . . . . . . . . . . . . . . . . . .            90        159
    Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . .         7,185      3,647
    Net realized security (gain) loss . . . . . . . . . . . . . . . . . . .          (721)       112
    Increase in accrued income receivable . . . . . . . . . . . . . . . . .          (223)      (988)
    Increase in accrued interest payable. . . . . . . . . . . . . . . . . .         2,140        248
    Increase in other assets. . . . . . . . . . . . . . . . . . . . . . . .        (1,004)      (784)
    Net decrease in other liabilities . . . . . . . . . . . . . . . . . . .        (4,037)    (1,736)
    Increase in unearned income . . . . . . . . . . . . . . . . . . . . . .           (74)    (1,901)
    Write-down of other real estate owned . . . . . . . . . . . . . . . . .             -         67
    Decrease in intangible assets . . . . . . . . . . . . . . . . . . . . .            69         90
                                                                                -----------  ---------
       Net cash provided by operating activities. . . . . . . . . . . . . .        11,249   $  6,131
                                                                                -----------  ---------
INVESTING ACTIVITIES:
  Proceeds from sales of investment securities available for sale . . . . .  $     71,773   $ 20,300
  Proceeds, maturity or calls of investment securities held to maturity . .           979      1,263
  Proceeds, maturity or calls of investment securities available for sale .        22,707      3,807
  Purchases of investment securities held to maturity . . . . . . . . . . .             -    (10,840)
  Purchases of investment securities available for sale . . . . . . . . . .      (116,804)   (37,112)
  Net increase in loans . . . . . . . . . . . . . . . . . . . . . . . . . .       (18,607)   (25,544)
  Net increase in premises and equipment. . . . . . . . . . . . . . . . . .          (669)      (893)
  Purchase of bank-owned life insurance . . . . . . . . . . . . . . . . . .          (691)      (346)
  Proceeds from sales of other real estate. . . . . . . . . . . . . . . . .           341        377
                                                                                ----------  ---------
       Net cash used in investing activities. . . . . . . . . . . . . . . .  $     (40,971)  $(48,988)
                                                                                 ---------  ---------
FINANCING ACTIVITIES:
  Net increase in deposits. . . . . . . . . . . . . . . . . . . . . . . . .  $      41,946   $ 83,250
  (Decrease) increase in U.S. Treasury demand notes . . . . . . . . . . . .            (40)       995
  (Decrease) increase in federal funds purchased. . . . . . . . . . . . . .        (22,000)    15,000
   Increase in FHLB borrowings. . . . . . . . . . . . . . . . . . . . . . .          5,000          -
  Increase (decrease) in securities sold under agreement. . . . . . . . . .         10,301    (54,118)
  Proceeds from long-term debt. . . . . . . . . . . . . . . . . . . . . . .          5,155
  Cash dividends & fractional shares. . . . . . . . . . . . . . . . . . . .         (2,759)    (2,438)
  Purchase of Treasury Stock. . . . . . . . . . . . . . . . . . . . . . . .         (2,858)         -
  Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             10         14
                                                                                 ----------  ---------
    Net cash provided by financing activities . . . . . . . . . . . . . . .  $      34,755   $ 42,703
                                                                                 ----------  ---------
Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . .  $       5,033   $   (154)
Cash and cash equivalents at beginning of period. . . . . . . . . . . . . .         55,525     63,491
                                                                                 ----------  ---------
Cash and cash equivalents at end of the period. . . . . . . . . . . . . . .  $      60,558   $ 63,337
                                                                                 ==========  =========

  Cash paid during the period for:
     Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      15,219   $ 14,832
                                                                                 ==========  =========
     Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           -   $  3,348
                                                                                 ==========  =========
   Supplemental disclosure of non cash investing and financing activities:
       Transfer of assets from loans to other real estate owned . . . . . .  $         580   $    411
                                                                                 ==========  =========
<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"),  HNC  Financial  Company  and  HNC
Reinsurance  Company  -  as of March 31, 2001, the results of its operations for
three  month  periods  ended  March 31, 2001 and 2000 and the cash flows for the
three month periods ended March 31, 2001 and 2000.  This quarterly report refers
to  the  corporation's  subsidiary  banks,  collectively  as "the banks."  It is
suggested  that  these  unaudited  consolidated  financial statements be read in
conjunction  with  the  audited  consolidated  financial  statements  of  the
corporation  and  the  notes  thereto set forth in the corporation's 2000 annual
report.  All  prior  period  amounts were restated to reflect the acquisition of
Northern  Lehigh  Bancorp.

The  results  of operations for the three-month periods ended March 31, 2001 and
2000  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. Comprehensive
income  for  the  first  three  months  of  2001  was  $11,372,000,  compared to
$3,787,000  for  the  first  three  months  of  2000.

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.  The company
has  one  reportable  segment,  "Community  Banking."  All  of the Corporation's
activities  are  interrelated, and each activity is dependent and assessed based
on  how  each  of  the  activities  of  the  Corporation  supports  the  others.

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" as amended in June, 1999 by SFAS
No.  137,  "Accounting  for  Derivative  Instruments  and  Hedging  Activities -
Deferral  of the Effective Date of FASB Statement No. 133," and in June 2000, by
SFAS  138,  "Accounting  for  Certain Derivative Instruments and Certain Hedging
Activities,  "  (collectively  SFAS  No.  133).    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. On January 1, 1999, the Corporation adopted SFAS No. 133.
         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 will
receive  166  shares  of Harleysville National Corporation common stock for each
share  of  common stock of Citizens Bank and Trust Company.  Upon the completion
of the acquisition, Citizens Bank and Trust Company's banking operations will be
merged  into  those  of  Citizens  National  Bank,  a wholly owned subsidiary of
Harleysville  National  Corporation.

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.

NOTE  8  -  The  Corporation  issued  $5,155,000  of  10.2%  junior  subordinate
deferrable  interest debentures (the debentures) to Harleysville Statutory Trust
1  (the  Trust), a Connecticut business trust, in which the Corporation owns all
of  the  common  equity.  The  debentures  are the sole asset of the Trust.  The
Trust issued $5,000,000 of preferred securities to investors.  The Corporation's
obligations  under  the  debentures  and  related  documents,  taken  together,
constitute  a full and unconditional guarantee by the Corporation of the Trust's
obligations  under  the  preferred securities.  The preferred securities must be
redeemed  upon  maturity  of  the  subordinate  debentures on February 22, 2031.

NOTE 9 - The Corporation incorporated HNC Reinsurance Company during March 2001.
HNC Reinsurance Company is a reinsurer of consumer loan credit life and accident
and  health risks.  Through the Reinsurance Company, the Corporation will assume
a  portion  of  the  credit  insurance  risk in return for income from insurance
premiums.

NOTE  10 - On December 14, 2000, the Board of Directors of Harleysville National
Corporation  approved  a  plan  to  repurchase  up  to  453,000  shares  of  its
outstanding  common  stock.  The  repurchased  shares  will  be used for general
corporate  purposes.
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.
These  are  unaudited financial statements and, as such, are subject to year-end
audit  review.

       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>
<C>  <S>

  *    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's growth in earning assets, increase in other income, continued
control of operating expenses and an emphasis on loan quality contributed to the
favorable  first  quarter  results.

       First  quarter 2001 basic earnings per share of $.71, increased 9.2% over
first  quarter  2000  basic  earnings  per share of $.65.  First quarter diluted
earnings  per  share  in  2001  and  2000 were $.70 and $.65, respectively.  Net
income  of  $6,531,000  increased 8.0% over the first quarter 2000 net income of
$6,045,000.  The  Corporation's consolidated total assets were $1,989,232,000 at
March  31,  2001,  9.6%  above  the  March  31,  2000  level  of $1,815,079,000.

       The  increase  in  net  income  during  the  first  three months of 2001,
compared  to  the same period in 2000, is the result of both higher net interest
income  and  other  operating income, partially offset by higher other operating
expenses.  Net  interest  income grew $808,000, primarily as a result of an 8.2%
rise  in average earning assets.  Other operating income rose $1,539,000, due to
higher  trust  fees,  bank-owned  life insurance income and gains on the sale of

PAGE 8

securities.   A  rise  in  other  operating  expenses,  related to new fee based
initiatives  and  to  the  overall  growth  in the Banks offset these increases.

       For  the  three  months  ended  March  31, 2001, the annualized return on
average  shareholders'  equity  and the annualized return on average assets were
14.89%  and  1.35%,  respectively.  For  the same period in 2000, the annualized
return  on  average shareholders' equity was 16.26% and the annualized return on
average  assets was 1.35%.  The lower annualized return on average shareholder's
equity  was  largely  due  to  the  increase  in  average capital related to the
improvement  in  the  net  unrealized gains on the securities available for sale
investment  securities.  The  average  accumulated other comprehensive income at
March 31, 2001 was a gain of $2,615,000, compared to a loss at March 31, 2000 of
$11,847,000.  Excluding  unrealized gains and losses on securities available for
sale,  the  annualized return on average shareholder's equity for March 31, 2001
and  2000  were  15.11%  and  15.06%,  respectively.

       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 .30% of total assets at March 31, 2001, compared to .29%
at  December  31,  2000 and .32% at March 31, 2000.  As of March 31, 2001, loans
past  due  90  or  more  days  and  still accruing interest were $167,000 in the
aggregate,  compared to $514,000 at December 31, 2000 and $546,0000 at March 31,
2000.

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

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

       Net  interest  income, for the first three months of 2001, of $17,151,000
increased  $808,000,  or  4.9%,  over the same period in 2000 which produced net
interest  income of $16,343,000.  As illustrated in the table below, the primary
source  of  this increase was a rise in interest income resulting from increases
to earning asset volumes in the first three months of 2001, compared to the same
period  in 2000.  The increase in interest income was partially offset by a rise
in  interest expense, the result of higher rates and volumes.  The first quarter
2001  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 first quarter of
2001  was $37,792,000, compared to $25,646,000 during the first quarter of 2000.

       The  rate-volume variance analysis set forth in the table below, which is
computed  on  a  tax-equivalent basis (tax rate of 35%), analyzes changes in net
interest income for the three months ended March 31, 2001 over March 31, 2000 by
their  rate  and  volume  components.
<TABLE>
<CAPTION>

                                                   Three Months Ended
                                                    March 31, 2001
                                                       Over/Under
                                                    March 31, 2000


                                               Total     Caused by:
                                                         -----------
<S>                                          <C>         <C>          <C>
                                             Variance    Rate         Volume
                                             ----------  -----------  --------
Interest Income:
  Securities *. . . . . . . . . . . . . . .  $   1,059         ($79)  $ 1,138
  Money market instruments. . . . . . . . .       (144)         124      (268)
  Loans * . . . . . . . . . . . . . . . . .      2,265          390     1,875
                                             ----------  -----------  --------
     Total. . . . . . . . . . . . . . . . .      3,180          435     2,745
                                             ----------  -----------  --------

Interest Expense:
  Savings deposits. . . . . . . . . . . . .      1,191          615       576
  Time deposits and certificates of deposit      1,171          720       451
  Other borrowings. . . . . . . . . . . . .        (84)         (91)        7
                                             ----------  -----------  --------
      Total . . . . . . . . . . . . . . . .      2,278        1,244     1,034
                                             ----------  -----------  --------

Net interest income . . . . . . . . . . . .  $     902        ($809)  $ 1,711
                                             ==========  ===========  ========
    *Tax Equivalent Basis
</TABLE>
PAGE 9
       Taxable-equivalent  net  interest  income  was  $18,925,000 for the first
three  months  of  2001,  compared to $18,023,000 for the same period in 2000, a
5.0%  or $902,000 increase.  This rise in taxable-equivalent net interest income
was  primarily  due  to  a  $1,711,000  increase  related  to  volume, which was
partially  offset by a reduction in net interest income, related to rate.  Total
taxable-equivalent  interest income grew $3,180,000, primarily the result of the
higher  volumes in both the security and loan earning asset categories.  Average
year-to-date loans and securities grew $90,199,000 and $63,694,000, respectively
at  March  31,  2001,  compared  to  the  same  period  in  2000.

       Total  interest  expense grew $2,278,000 during the first three months of
2001,  compared  to  the  same  period in 2000.  This growth was principally the
result  of  higher  rates  and volumes associated with savings deposits and time
deposits.  The  average  year-to-date  savings deposits increased $75,020,000 or
12.6%,  compared  to  the  first  three months of 2000.  The primary increase in
savings  deposits  was  related  to  a  rise  in  high rate money market account
products  introduced  throughout 2000. Other borrowings grew less than 1% during
this  period.  During  the  last  year, the Corporation has utilized savings and
time  deposits to meet funding demands, rather than other borrowings, due to the
lower  rates  experienced on savings and time deposits during this period. Other
borrowings  include  federal  funds  purchased, FHLB borrowings, securities sold
under  agreements  to  repurchase,  U.  S.  Treasury  demand  notes  and  junior
subordinate  deferrable  interest  debentures.

       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 portfolio, borrowings
from  the  FHLB and their offering of loan and deposit terms.  The nature of the
Banks' current  operations  is  such  that  is  not  subject to foreign currency
exchange  or commodity price risk.  The Banks do not own trading assets and they
do  not have any hedging transactions in place such as interest rate swaps, caps
or  floors.  The  Banks utilize three principal reports to measure interest rate
risk:  asset/liability simulation reports, gap analysis reports and net interest
margin  reports.

       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
shocking.   The  results of the March 31, 2001, rate shock simulations show that
the  Banks  and  consolidated  Corporation  are within all guidelines set by the
Asset/Liability  policy.

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

       The  net  interest margin of 4.13% for the three-month period ended March
31,  2001,  decreased  from  the  4.26%  net interest margin for the first three
months of 2000.  The lower net interest margin experienced in 2001 is related to
the funding of the BOLI with deposits. The impact of funding the higher level of
BOLI  during  the  first quarter of 2001, compared to the first quarter of 2000,
reduced  the  first  quarter of 2001 net interest margin by 24 basis points. The
yield  on  earning  assets  of  7.93%  during the first three months of 2001 was
higher than the 7.83% earned during the first three months of 2000. The increase
in the yield is primarily due to higher loan yields experienced during the first
quarter  of  2001.  The  first  quarter  2001  average  interest  rate  paid  on
interest-bearing  deposits  and  other  borrowings  of 4.58% was higher than the
first  three  months of 2000 rate of 4.28%.  This increase in rate is due to the
overall  higher  cost  of  attracting  new  deposits.

PAGE 10

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

       The  Banks  use  the  reserve method of accounting for credit losses. The
balance  in  the  allowance  for  loan  and  lease losses is determined based on
management's  review  and  evaluation  of the loan portfolio in relation to past
loss  experience,  the  size  and composition of the portfolio, current economic
events  and  conditions,  and  other  pertinent  factors, including management's
assumptions  as to future delinquencies, recoveries and losses. Increases to the
allowance  for  loan  and  lease losses are made by charges to the provision for
credit  losses.  Credit exposures deemed to be uncollectible are charged against
the  allowance  for  credit losses. Recoveries of previously charged-off amounts
are  credited  to  the  allowance  for  credit  losses.

       While  management considers the allowance for loan and lease losses to be
adequate  based  on  information  currently  available,  future additions to the
allowance may be necessary due to changes in economic conditions or management's
assumptions  as  to future delinquencies, recoveries and losses and management's
intent with regard to the  disposition of loans and leases. In addition, the OCC
as an integral part of their examination process, periodically review the Banks'
allowance  for loan losses. The OCC may require the Banks to recognize additions
to  the  allowance for credit losses based on their judgements about information
available  to  them  at  the  time  of  their  examination.

       The  Banks' allowance  for  loan  and lease losses is the accumulation of
various  components  that  are  calculated  based  on  various  independent
methodologies.  All  components  of  the  allowance  for  credit  losses  are an
estimation.  Management  bases  its recognition and estimation of each allowance
component  on certain observable data that it believes is the most reflective of
the  underlying  credit  losses  being  estimated.  The  observable  data  and
accompanying  analysis  is directionally consistent, based upon trends, with the
resulting  component  amount  for  the  allowance for loan and lease losses. The
Banks' allowance  for  loan  and  lease losses components include the following:
historical  loss  estimation by loan product type and by risk rating within each
product  type,  payment (past due) status, industry concentrations, internal and
external  variables  such as economic conditions, credit policy and underwriting
changes,  competence  of the loan review process and other historical loss model
imprecision.  The  Banks' historical  loss  component  is  the  most significant
component  of  the  allowance for loan and lease losses, and all other allowance
components  are  based  on the inherent loss attributes that management believes
exist  within  the  total portfolio that are not captured in the historical loss
component.

       The historical loss components of the allowance represents the results of
analyses  of  historical  charge-offs and recoveries within pools of homogeneous
loans,  within  each  risk rating and broken down further by segment, within the
portfolio.

       The  historical  loss components of the allowance for commercial loans is
based  principally  on  current risk ratings, historical loss rates adjusted, by
adjusting  the risk window, to reflect current events and conditions, as well as
analyses  of other factors that may have affected the collectibility of loans in
the  commercial portfolio. The Banks analyze all commercial loans that are being
monitored  as  potential credit problems, via Watchlist Memorandum, to determine
whether  such  loans  are  individually  impaired,  with  impairment measured by
reference  to  the  collateral  coverage  and  /  or  debt service coverage. The
historical  loss  component  of  the  allowance  for  consumer  loans  is  based
principally  on  loan  payment status, retail classification and historical loss
rates  adjusted,  by  adjusting  the  risk window, to reflect current events and
conditions.

       The  industry  concentration component is recognized as a possible factor
in  the  estimation  of  credit  losses.  Two  industries  represent  possible
concentrations:  commercial  real  estate  and  automobile  dealers. No specific
loss-related observable data is recognized by management currently, therefore no
specific  factor  is  calculated  in  the reserve solely for the impact of these
concentrations,  although  management  continues  to carefully consider relevant
data  for  possible  future  sources  of  observable  data.

PAGE 11

       The  historic  loss  model  imprecision  component  (soft  factors  and
unallocated  portion)  reflects  management's  belief  that there are additional
inherent  credit  losses based on loss attributes not adequately captured in the
statistical  /  historical  loss  component  and is an assessment of information
delay  and  its  impact  on  the  timeliness of the risk rating process and loss
recognition.  The principal observable data utilized by management as the driver
of  the  loss  recognition  and  measurement  of  this  component is an internal
management measure of the age of financial information used in the borrower debt
service  analysis. This is also a key judgmental component, as experiential data
confirms  that  measurable  losses  lag the empirical model as a downward credit
cycle  begins.

       For  the  first  three  months  of 2001 the provision for loan losses was
$647,000,  compared  to  $506,000  for  the  same  period  in  2000.  The higher
provision for loan losses during the first quarter of 2001, compared to the same
period  in  2000  is  primarily  attributed  to  the growth in loans during this
period.  Net loans charged off was $562,000 for the three months ended March 31,
2001,  compared  to  $149,000  for  the  three months ended March 31, 2000.  The
increase  in  net  charged  off  loans  is attributed to a rise in consumer loan
charge  offs.  The  ratio  of  the  allowance  for loans losses to nonperforming
assets for March 31, 2001 of 253.8% was lower than the December 31, 2000 and the
March  31,  2000  ratios  of  268.3%  and  261.3.%,  respectively.

Allowance  for  Loan  Losses
----------------------------
Transaction  in  the  allowance  for  loan  losses  are  as  follows:
<TABLE>
<CAPTION>
                                              2001      2000
                                            --------  --------
<S>                                         <C>       <C>
Balance, Beginning of Year . . . . . . . .  $15,210   $14,887
   Provision charged to operating expenses      647       506
   Loans charged off . . . . . . . . . . .     (684)     (336)
   Recoveries. . . . . . . . . . . . . . .      122       187
                                            --------  --------
Balance, March 31. . . . . . . . . . . . .   15,295    15,244
                                            ========  ========
</TABLE>

<TABLE>
<CAPTION>

<S>                                                <C>              <C>             <C>
Ratios: . . . . . . . . . . . . . . . . . . . . .  March 31, 2001   Dec. 31, 2000   March 31, 2000
-------------------------------------------------  ---------------  --------------  ---------------
Allowance for loan losses to nonperforming assets           253.8%          268.3%           261.3%
Nonperforming assets to total loans & net assets
   Acquired in foreclosure. . . . . . . . . . . .            0.49%           0.47%            0.51%
Nonperforming assets to total assets. . . . . . .            0.30%           0.29%            0.32%
Allowance for loan losses to total loans. . . . .            1.24%           1.25%            1.33%
</TABLE>

The following table sets forth an allocation of the allowance for loan losses
 by loan  category:
<TABLE>
<CAPTION>
                                  March 31, 2001
                                 ---------------
                               Percent
                               Amount       of Loans
                           ---------------  ---------
<S>                        <C>              <C>
Commercial and industrial  $         5,286        25%
Consumer loans. . . . . .            5,542        35%
Real estate . . . . . . .            3,018        30%
Lease financing . . . . .            1,449        10%
                           ---------------  ---------
  Total . . . . . . . . .           15,295       100%
                           ===============  =========
</TABLE>
PAGE 12

       Nonperforming  assets  (nonaccruing  loans, net assets in foreclosure and
troubled  debt  restructured  loans)  were  0.49%  of total loans and net assets
acquired  in  foreclosure  at  March 31, 2001, compared to 0.47% at December 31,
2000 and 0.51% at March 31, 2000.  The ratio of the allowance for loan losses to
loans  at  March  31,  2001of 1.24% was lower than the December 31, 2000 and the
March  31,  2000  ratios  of  1.25%  and  1.33%,  respectively.

       Nonaccruing  loans  at  March  31, 2001 of $5,500,000, increased $130,000
from  the  December  31, 2000 level of $5,370,000, and increased $1,525,000 from
the  March  31, 2000 level of $3,975,000.   The increase in nonaccruing loans at
March  31,  2001,  compared  to  March  31,  2000 was primarily the result of an
increase  in  commercial  and  consumer  nonaccruing  loans.

       Net  assets  in  foreclosure  totaled  $527,000  as of March 31, 2001, an
increase of $239,000 from the December 31, 2000 balance of $288,000.  During the
first  three  months of 2000, transfers from loans to assets in foreclosure were
$580,000,  payments  on foreclosed properties totaled $341,000 and there were no
write-downs  of assets in foreclosure during this period.  The loans transferred
to  assets  in foreclosure included commercial loans of $140,000, consumer loans
of  $24,000 and leases of $416,000.  The balance of net assets in foreclosure at
March  31,  2000  was  $1,403,000.  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 March 31, 2001 and December 31, 2000, there was one borrower with a
troubled  debt  restructured  loan totaling $11,000. This customer was complying
with  the  restructured  terms  as  of  March  31,  2001.

       Loans past due 90 days or more and still accruing interest are loans that
are  generally  well  secured and expected to be restored to a current status in
the near future.  As of March 31, 2001, loans past due 90 days or more and still
accruing  interest  were  $167,000, compared to $514,000 as of December 31, 2000
and  $546,000  as  of March 31, 2000.  The decrease in loans past due 90 days at
March  31,  2001, compared March 31, 2000 was primarily the result of a decrease
in  commercial  real  estate  loans  past  due  90  days.
<TABLE>
<CAPTION>
The  following  information  concerns  impaired  loans:

Impaired Loans:                                   March 31, 2001   Dec. 31, 2000   March 31, 2000
                                                  ---------------  --------------  ---------------
<S>                                               <C>              <C>             <C>
   Restructured Loans. . . . . . . . . . . . . .  $        11,000  $       11,000  $       457,000
   Nonaccrual Loans. . . . . . . . . . . . . . .  $     3,258,000  $    3,311,000  $     2,431,000
                                                  ---------------  --------------  ---------------
      Total Impaired Loans . . . . . . . . . . .  $     3,269,000  $    3,322,000  $     2,888,000
                                                  ===============  ==============  ===============

Average year-to-date impaired loans: . . . . . .  $     3,133,000  $    2,965,000  $     2,598,000
                                                  ===============  ==============  ===============

Impaired loans with specific loss allowances:. .  $     3,269,000  $    3,322,000  $     2,888,000
                                                  ===============  ==============  ===============

Loss allowances reserved on impaired loans:. . .  $       366,000  $      377,000  $       305,000
                                                  ===============  ==============  ===============

Year-to-date income recognized on impaired loans  $        46,000  $      128,000  $        18,000
                                                  ===============  ==============  ===============
</TABLE>
PAGE 13

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

OTHER  OPERATING  INCOME
------------------------
                             Three Months Ended March 31,
                             ----------------------------
                                   2001    2000
                                   -----  ------
(Dollars in thousands)
<S>                                <C>    <C>
Service charges . . . . . . . . .  1,027    923
Security (losses) gains, net. . .    721   (112)
Trust income. . . . . . . . . . .    827    692
Bank-owned life insurance . . . .    691    347
Other income. . . . . . . . . . .    926    803
                                   -----  ------
    Total other operating income.  4,192  2,653
                                   =====  ======
</TABLE>

       Other  operating  income  for  the  first  three months of 2001 increased
$1,539,000,  or  58.0%, from $2,653,000 at March 31, 2000 to $4,192,000 at March
31,  2001.   This  rise  in  other  operating income is the result of a $104,000
growth  in  service  charges,  a  $135,000  rise  in trust income and a $123,000
increase  in other income.  Bank-owned  life insurance (BOLI) income contributed
$344,000 to other operating income during the first quarter of 2001, compared to
the same period in 2000.  A $833,000 increase in security gains also contributed
to  the  rise in other income. The rise in other operating income was 25.5%, not
inclusive  of  the  securities  gains  and  losses.

       The  $104,000,  or  11.3%  increase  in  service charges is primarily the
result  of a rise in fees charged on transaction deposit accounts, attributed to
the  increase  in  average  deposit  transaction  accounts  and  through  the
Corporation's strategies to enhance fee income.   The Corporation recorded a net
security gain on the sale of securities of $721,000 in the first three months of
2001,  compared  to a $112,000 loss in the same period in 2000.  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, and to
reduce  the  risk  within  different  interest  rate  environments.

       Income  from  the  Investment  Management  and  Trust  Services  Division
increased  $135,000, or 19.5% in the first three months of 2001, compared to the
same  period  in 2000.   This increase was the result of both a rise in the book
value of trust assets under management of 14.1% from March 31, 2000 to March 31,
2001,  and  the  emphasis  on  offering Investment Management and Trust Services
products  that  generate  higher  fees.

      The  Corporation's  average  year-to-date  investment  in  bank-owned life
insurance (BOLI) in  the  first  quarter  of  2001  of  $37,792,000 exceeded the
$25,646,000  averaged  during  the  same  period  in  2000.  BOLI  involves  the
purchasing  of life insurance by the Corporation on a chosen group of employees.
The  corporation  is  the  owner  and beneficiary of the policies.  This pool of
insurance, due to tax advantages to the Banks, is profitable to the Corporation.
This  profitability  is used to offset a portion of future employee benefit cost
increases.  Bank deposits fund BOLI and the earnings from BOLI are recognized as
other  income.  The  corporation recognized BOLI income during the first quarter
of  2001and  2000  of  $691,000  and  $347,000,  respectively.

      Other  income  for  the  first three months of 2001 increased $123,000, or
15.3%,  compared  to  the  same  period in 2000.  Contributing to this rise were
increases  related to fees earned on the sale of alternative investment products
including  mutual  funds  and  annuities  and  gains  on the sale of residential
mortgage  loans.  The  Corporation introduced the sale of alternative investment
products  during  the  fourth  quarter  of  2000.

PAGE 14
<TABLE>
<CAPTION>
OTHER  OPERATING  EXPENSES
--------------------------
                             Three Months Ended March 31,
                             ----------------------------
                                     2001    2000
                                    ------  ------
(Dollars in thousands)
<S>                                 <C>     <C>
Salaries . . . . . . . . . . . . .   5,215   4,743
Employee benefits. . . . . . . . .   1,085     989
Occupancy expense. . . . . . . . .     902     776
Furniture and equipment expense. .   1,207   1,184
Other expenses . . . . . . . . . .   4,056   3,236
                                    ------  ------
   Total other operating expenses.  12,465  10,928
                                    ======  ======
</TABLE>

       Other  operating  expenses  for  the  first  three  months  of  2001  of
$12,465,000  increased $1,537,000, or 14.1% from $10,928,000 for the same period
in  2000.  The  rise  in operating expenses was the result of costs related to a
one-time  expense  related  to  the  organization of a consumer loan reinsurance
company  of  $357,000.  Excluding this one-time charge, other operating expenses
grew  10.8%.  Also  contributing  to  this rise in other operating expenses were
costs  associated with an increase in lease residual losses and the introduction
of sales of alternative investment products including mutual funds and annuities
during  the  last  quarter  of  2000.

       Employee  salaries  increased  $472,000, or 10.0% from $4,743,000 for the
first  three months of 2000 to $5,215,000 for the same period in 2001.  Employee
benefits of $1,085,000 expensed in the first three months of 2001, were $96,000,
or  9.7%  higher than the $989,000 of employee benefits expensed during the same
period in 2000.  The increase in salaries and employee benefits reflects cost of
living  increases,  merit increases, expenses related to the sale of alternative
investment  products  and  additional  staff  necessitated  by the growth of the
Banks.

       Net  occupancy expense increased $126,000, or 16.2%, from $776,000 in the
first  three  months  of  2000  to  $902,000  in the first three months of 2001.
Contributing  to  this increase  were higher energy costs and higher than normal
snow  removal  expenses.  Equipment  expense increased  $23,000, or 1.9%, during
the  first  three  months  of  2001,  compared to the same period in 2000.  This
increase  is  due to higher equipment maintenance and rental expenses, partially
offset  by  lower  depreciation  cost.

       Other expenses increased $820,000, or 25.3%, from $3,236,000 in the first
three  months  of 2000, compared to $4,056,000 in other expenses recorded during
the same period in 2001. Contributing to this increase was the one-time $357,000
organization expenses associated with the consumer loan Reinsurance Company. The
rise  in  other operating expense was 14.3%, not inclusive of these organization
costs.  Also  contributing  to  the  rise  in  other  operating  expenses was an
increase  of  $368,000  in  expenses  related  to  lease  residual  losses.

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 $54,019,000, or 2.8%, from $1,935,213,000 at December
31,  2000  to $1,989,232,000 at March 31, 2001.  This growth was the result of a
rise  in  earning  assets, which grew $48,525,000 to $1,865,547,000 at March 31,
2001,  from  $1,817,022,000 at December 31, 2000.  During the first three months
of  2000,  interest-bearing  deposits  in  banks,  securities  and  loans  grew
$1,566,000,  $29,422,000 and $17,537,000,  respectively.

PAGE 15

       The  balance  of  securities  available  for  sale  at  March 31, 2001 of
$601,020,000  increased $30,401,000 compared to the December 31, 2000 balance of
$570,619,000.  During  the  current quarter, $71,773,000 of securities available
for  sale  were  sold which generated a pretax gain of $721,000.  In comparison,
$20,300,000  securities available for sale were sold during the first quarter of
2000  to  generate  a  pretax loss of $112,000. 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, and to reduce the risk
associated  within  different  interest  rate  environments.  The  balance  of
investment  securities  held  to  maturity  decreased  $979,000 during the first
quarter  of  2001.

       Total  loans  grew  $17,537,000  or  1.4% during the first quarter.  This
growth  was  primarily  due to increases in the commercial loans.  Indirect auto
financing  and  equipment  leases  also  contributed  to  this  growth.

       Total  deposits grew $41,946,000, or 2.8% from $1,489,050,000 at December
31,  2000  to $1,530,996,000 at March 31, 2001.  This increase was primarily due
to  the  growth  in  money market accounts and time deposits during this period.
Money  market  accounts grew $26,564,000 due to the growth in balances of higher
rate  money  market  account products introduced throughout 2000.  Time deposits
under  $100,000  increased  $11,376,000  and time deposits greater than $100,000
grew  $3,176,000.  Savings  accounts  also contributed $5,826,000 to the rise in
deposits.  Partially  offsetting  these  gains  were  decreases  in
noninterest-bearing  checking  and  interest-bearing  checking  accounts  of
$3,631,000  and  $1,365,000,  respectively.  Other  borrowings  experienced  a
decrease  of  $1,584,000  during  the  first  quarter.  Federal  funds purchased
declined  $22,000,000  and  U.S.  Treasury  demand  notes  decreased  $40,000.
Securities sold under agreements to repurchase increased $10,301,000 and Federal
Home  Loan  Bank  Borrowings  grew  $5,000,000.  The  corporation  also  issued
$5,155,000 of 10.2% junior subordinate deferrable interest debentures during the
first  quarter  of  2001.

CAPITAL
-------

       Capital formation is important to the Corporation's well being and future
growth.  Capital  for  the  period  ending  March  31, 2001 was $179,299,000, an
increase of  $5,763,000 over the end of 2000.  The increase is the result of the
retention  of  the  Corporation's  earnings  and  the  adjustment  for  the  net
unrealized  gains  on  the  investments securities available for sale, partially
offset  by  the purchase of treasury stock during the first quarter of 2001. Net
unrealized  gains  and  losses  on  available for sale investment securities are
recorded  as accumulated other comprehensive income in the equity section of the
balance sheet.  The accumulated other comprehensive income at March 31, 2001 was
a  gain  of  $6,263,000,  compared to a gain of $1,422,000 at December 31, 2000.
The  corporation purchased $2,858,000 of treasury stock during the first quarter
of  2001.   Management  believes  that  the  Corporation's  current  capital and
liquidity  positions  are adequate to support its operations.  Management is not
aware  of  any recommendations by any regulatory authority, which, if it were to
be  implemented,  would  have  a  material  effect on the Corporation's capital.
<TABLE>
<CAPTION>

(Dollars  in  thousands)
                                                              To be Well Capitalized Under
                                       For Capital Adequacy      Prompt Corrective Action
                                           Purposes                    Provision


As of March 31, 2001
-----------------------------------------
<S>                                        <C>       <C>     <C>       <C>
                                           Amount    Ratio   Amount    Ratio
                                           --------  ------  --------  ------
Total Capital (to risk weighted assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .  $193,560  13.50%  $114,689   8.00%
Harleysville National Bank. . . . . . . .   109,836  10.53%    83,416   8.00%
Citizens National Bank. . . . . . . . . .    37,837  14.30%    21,171   8.00%
Security National Bank. . . . . . . . . .    13,857  12.77%     8,684   8.00%
Tier 1 Capital (to risk weighted assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .  $178,192  12.43%  $ 57,345   4.00%
Harleysville National Bank. . . . . . . .    99,353   9.53%    41,708   4.00%
Citizens National Bank. . . . . . . . . .    34,522  13.05%    10,585   4.00%
Security National Bank. . . . . . . . . .    12,809  11.80%     4,342   4.00%
Tier 1 Capital (to average assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .  $178,192   9.19%  $ 77,581   4.00%
Harleysville National Bank. . . . . . . .    99,353   7.23%    54,996   4.00%
Citizens National Bank. . . . . . . . . .    34,522   8.51%    16,231   4.00%
Security National Bank. . . . . . . . . .    12,809   8.77%     5,841   4.00%
</TABLE>



<TABLE>
<CAPTION>

                                   To be Well Capitalized Under
                                     Prompt Corrective Action
                                            Provision


<S>                                        <C>      <C>
                                           Amount   Ratio
                                           -------  ------
Total Capital (to risk weighted assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .        -      -
Harleysville National Bank. . . . . . . .  104,271  10.00%
Citizens National Bank. . . . . . . . . .   26,464  10.00%
Security National Bank. . . . . . . . . .   10,855  10.00%
Tier 1 Capital (to risk weighted assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .        -      -
Harleysville National Bank. . . . . . . .   62,562   6.00%
Citizens National Bank. . . . . . . . . .   15,878   6.00%
Security National Bank. . . . . . . . . .    6,513   6.00%
Tier 1 Capital (to average assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .        -      -
Harleysville National Bank. . . . . . . .   68,745   5.00%
Citizens National Bank. . . . . . . . . .   20,288   5.00%
Security National Bank. . . . . . . . . .    7,301   5.00%
</TABLE>

PAGE 16

<TABLE>
<CAPTION>

(Dollars  in  thousands)
                                                           To be Well Capitalized Under
                                    For Capital Adequacy     Prompt Corrective Action
                                         Purposes                   Provision


As of December 31, 2000
-----------------------------------------
<S>                                        <C>       <C>     <C>       <C>
                                           Amount    Ratio   Amount    Ratio
                                           --------  ------  --------  ------
Total Capital (to risk weighted assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .  $186,989  13.35%  $112,063   8.00%
Harleysville National Bank. . . . . . . .   106,549  10.46%    81,461   8.00%
Citizens National Bank. . . . . . . . . .    37,622  14.36%    20,955   8.00%
Security National Bank. . . . . . . . . .    13,553  12.65%     8,572   8.00%
Tier 1 Capital (to risk weighted assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .  $171,226  12.22%  $ 56,031   4.00%
Harleysville National Bank. . . . . . . .    95,980   9.43%    40,731   4.00%
Citizens National Bank. . . . . . . . . .    34,344  13.11%    10,477   4.00%
Security National Bank. . . . . . . . . .    12,509  11.67%     4,286   4.00%
Tier 1 Capital (to average assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .  $171,226   8.97%  $ 76,313   4.00%
Harleysville National Bank. . . . . . . .    95,980   7.12%    53,932   4.00%
Citizens National Bank. . . . . . . . . .    34,344   8.51%    16,147   4.00%
Security National Bank. . . . . . . . . .    12,509   8.70%     5,754   4.00%
</TABLE>

PAGE 17

<TABLE>
<CAPTION>

                                 To Be Well Capitalized Under
                                   Prompt Corrective Action
                                          Provision


<S>                                        <C>      <C>
                                           Amount   Ratio
                                           -------  ------
Total Capital (to risk weighted assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .        -      -
Harleysville National Bank. . . . . . . .  101,826  10.00%
Citizens National Bank. . . . . . . . . .   26,193  10.00%
Security National Bank. . . . . . . . . .   10,715  10.00%
Tier 1 Capital (to risk weighted assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .        -      -
Harleysville National Bank. . . . . . . .   61,096   6.00%
Citizens National Bank. . . . . . . . . .   15,716   6.00%
Security National Bank. . . . . . . . . .    6,429   6.00%
Tier 1 Capital (to average assets):
-----------------------------------------
Corporation . . . . . . . . . . . . . . .        -      -
Harleysville National Bank. . . . . . . .   67,415   5.00%
Citizens National Bank. . . . . . . . . .   20,183   5.00%
Security National Bank. . . . . . . . . .    7,193   5.00%
</TABLE>

       Pursuant  to  the  federal  regulators'  risk-based  capital  adequacy
guidelines, the components of capital are called Tier 1 and Tier 2 capital.  For
the  Corporation, Tier 1 capital is the shareholders' equity, and Tier 2 capital
is the allowance for loan losses.  The minimum for the Tier 1 ratio is 4.0%, and
the  total  capital  ratio  (Tier 1 plus Tier 2 capital divided by risk-adjusted
assets)  minimum  is  8.0%.  At  March  31,  2001,  the  Corporation's  Tier  1
risk-adjusted  capital  ratio  was  12.43%,  and the total risk-adjusted capital
ratio  was  13.50%, both well above the regulatory requirements.  The risk-based
capital  ratios  of  each  of  the  Corporation's commercial banks also exceeded
regulatory  requirements  at  March  31,  2001.

       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 9.19% at March 31, 2001 and 8.97% at December
31,  2000.

       The year-to-date March 31, 2001 cash dividend per share of $.30 was 15.4%
higher than the cash dividend for the same period in 2000 of $.26.  The dividend
payout ratio for the first three months of 2000 was 42.3%, compared to 40.7% for
the  twelve  month  period  ended  December  31,  2000.  Activity  in  both  the
Corporation's dividend reinvestment and stock purchase plan and the stock option
plan  did not have a material impact on capital during the first three months of
2001.

PAGE 18

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  $1,766,000 during the first three months of 2001
and  securities  available for sale averaged $585,820,000 during the first three
months  of 2001, more than sufficient to meet normal fluctuations in loan demand
or  deposit  funding.  Backup  sources of liquidity are provided by federal fund
lines  of  credit  established  with correspondent banks.   Additional liquidity
could  be  generated  through  borrowings  from  the  Federal  Reserve  Bank  of
Philadelphia and the FHLB of Pittsburgh, of which the Banks are members.  Unused
lines  of  credit  at  the FHLB of Pittsburgh were $105,528,000, as of March 31,
2001.

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

Legislative  &  Regulatory
--------------------------

       In  November, 1999, the Gramm-Leach-Bliley Financial Modernization Act of
1999  (Modernization Act) became law.  The Modernization Act allows bank holding
companies  meeting  management, capital and Community Reinvestment Act standards
to  engage  in  a  substantially broader range of nonbanking activities than was
permissible  before  enactment,  including  underwriting  insurance  and  making
merchant  banking  investments in commercial and financial companies.  It allows
insurers  and  other  financial  services  companies  to  acquire banks; removes
various  restrictions  that  currently apply to bank holing company ownership of
securities firms and mutual fund advisory companies; and establishes the overall
regulatory  structure  applicable  to bank holding companies that also engage in
insurance  and  securities  operations.  The  Corporation  currently believes it
meets  the  requirements  for  the  broader  range  of  activities  that will be
permitted  by  the  Modernization  Act.

        The  Modernization  Act  also  modifies current law related to financial
privacy  and  community reinvestment.  The new privacy provisions will generally
prohibit  financial  institutions,  including  the  Corporation, from disclosing
nonpublic  financial information to nonaffiliated third parties unless customers
have  the  opportunity  to  "opt  out"  of  the  disclosure.

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

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

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

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

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

       The  earnings  of  the  Corporation  are and will be affected by domestic
economic  conditions  and  the monetary and fiscal policies of the United States
government and its agencies.  An important function of the Federal Reserve is to
regulate  the  money  supply  and interest rates.  Among the instruments used to

PAGE 19

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

Branching
---------

       The  Corporation's  subsidiaries  currently plan to open at least one new
branch.  During  the  third quarter of 2001, Harleysville National Bank plans to
open  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.

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 were 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 Annual Report
on  Form  10-K  filed  with  the  SEC  for  the  period ended December 31, 2000.

PAGE 20
                          PART II.    OTHER INFORMATION
<TABLE>
<CAPTION>
<S>      <C>
Item 1.  Legal Proceedings
-------  -----------------
</TABLE>
       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, HNC Financial Company
and  HNC  Reinsurance 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.
<TABLE>
<CAPTION>
<S>               <C>
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
----------------  ---------------------------------------------------
</TABLE>

(a)  The  2001 Annual Meeting of Shareholders was held at 9:30 a.m., on Tuesday,
April  10,  2001,  at  Presidential  Caterers,  2910  DeKalb  Pike,  Norristown,
Pennsylvania  19401.
<TABLE>
<CAPTION>
<S>                                                          <C>           <C>
(b), (c) Two matters were voted upon as follows:
       1.  Two directors were elected, as below:

Elected . . . . . . . . . . . . . . . . . . . . . . . . . .  Term Expires
-----------------------------------------------------------  ------------
James A. Wimmer . . . . . . . . . . . . . . . . . . . . . .          2005
William M. Yocum. . . . . . . . . . . . . . . . . . . . . .          2005

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

James A. Wimmer:. . . . . . . . . . . . . . . . . . . . . .  For 7,692,228
  Against . . . . . . . . . . . . . . . . . . . . . . . . .         63,481
  Abstain . . . . . . . . . . . . . . . . . . . . . . . . .              0

William M. Yocum: . . . . . . . . . . . . . . . . . . . . .  For 7,693,914
  Against . . . . . . . . . . . . . . . . . . . . . . . . .         61,795
  Abstain . . . . . . . . . . . . . . . . . . . . . . . . .              0

Directors whose term continued after the meeting: . . . . .  Term Expires
                                                             ------------
Walter E. Daller, Jr. . . . . . . . . . . . . . . . . . . .          2002
Thomas S. McCready. . . . . . . . . . . . . . . . . . . . .          2002
Walter F. Vilsmeier . . . . . . . . . . . . . . . . . . . .          2003
Harold A. Herr. . . . . . . . . . . . . . . . . . . . . . .          2003
Henry M. Pollak . . . . . . . . . . . . . . . . . . . . . .          2003
Palmer E. Retzlaff. . . . . . . . . . . . . . . . . . . . .          2004
LeeAnn Bergey . . . . . . . . . . . . . . . . . . . . . . .          2004
</TABLE>

PAGE 21

       2.  Approval  and  adoption  of  amendments  to the Harleysville National
Corporation  1998  Independent  Directors  Stock  Option  Plan:
<TABLE>
<CAPTION>
The  result  of  the  voting  is  as  follows:
      <S>           <C>
       For . .       7,371,995
       Against         295,531
       Abstain          88,183
</TABLE>

<TABLE>
<CAPTION>
<S>      <C>
Item 5.  Other Information
-------  --------------------------------
         None

Item 6.  Exhibits and Reports on Form 8-K
-------  --------------------------------
</TABLE>

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

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

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

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

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

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

      (10.4)    Walter E. Daller, Jr., Chairman, President and Chief Executive Officer's employment agreement.
              (Incorporated by Reference to Registrant's 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.)
PAGE 22
      (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.
</TABLE>
           (b)  Reports  on  Form  8-K

Current Report on Form 8-K, dated January 10, 2001, filed with the Commission on
January  18, 2001, reporting the Registrant's fourth quarter 2000 press release.

PAGE 23
                                   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.


<TABLE>
<CAPTION>

          HARLEYSVILLE  NATIONAL  CORPORATION



<C>       <S>
           /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)
</TABLE>



Date:  May  11,  2001

PAGE 24
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

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

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

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

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

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

(10.4)    Walter E. Daller, Jr., Chairman, President and Chief Executive Officer's employment agreement.
        (Incorporated by Reference to Registrant's 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.
</TABLE>
PAGE 25