<PAGE>   1
                                   EXHIBIT 99A


                  PROXY STATEMENT, NOTICE OF ANNUAL MEETING AND
                      FORM OF PROXY FOR THE ANNUAL MEETING
                     OF SHAREHOLDERS TO BE HELD MAY 6, 1997



                                       67
<PAGE>   2
                               CCFNB BANCORP, INC.

                    PROXY STATEMENT FOR THE ANNUAL MEETING OF
                       SHAREHOLDERS TO BE HELD MAY 6, 1997


                                     GENERAL


INTRODUCTION, DATE, PLACE AND TIME OF MEETING

                  This Proxy Statement is being furnished for the solicitation
by the Board of Directors of CCFNB Bancorp, Inc. (the "Corporation"), a
Pennsylvania business corporation, of proxies to be voted at the Annual Meeting
of Shareholders of the Corporation to be held at the CCFNB Operations Center,
Lightstreet Road, Bloomsburg, Pennsylvania 17815, on Tuesday, May 6, 1997, at
10:30 a.m., prevailing time, or at any adjournment or postponement of the Annual
Meeting.

                  The principal executive offices of the Corporation are located
at Columbia County Farmers National Bank (the "Bank"), 232 East Street,
Bloomsburg, Pennsylvania 17815. The telephone number for the Corporation is
(717) 784-4400. All inquiries should be directed to Paul E. Reichart, President
of the Corporation. The Bank is a wholly-owned subsidiary of the Corporation.


SOLICITATION

                  This Proxy Statement and the enclosed form of proxy (the
"Proxy") are first being sent to shareholders of the Corporation on or about
April 2, 1997.

                  Shares represented by proxies on the accompanying Proxy, if
properly signed and returned, will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying to the
contrary will be voted for the election of the three nominees for Class 3
Director named below and for the ratification of the selection of J. H. Williams
& Co., LLP, Certified Public Accountants, of Kingston, Pennsylvania, as the
independent auditors for the Corporation for the year ending December 31, 1997.
Execution and return of the enclosed Proxy will not affect a shareholder's right
to attend the Annual Meeting and vote in person, after giving written notice to
the Secretary of the Corporation.

                  The cost of preparing, assembling, printing, mailing and
soliciting Proxies, and any additional material which the Corporation may
furnish shareholders in connection with the Annual Meeting, will be borne by the
Corporation. In addition to the use of the mails, certain directors, officers
and employees of the Corporation and the Bank may solicit Proxies personally, by
telephone and by telefacsimile. Arrangements will be made with brokerage houses
and other custodians, nominees and fiduciaries to forward proxy solicitation
material to the beneficial owners of stock held

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<PAGE>   3
of record by these persons, and, upon request therefor, the Corporation will
reimburse them for their reasonable forwarding expenses.


RIGHT OF REVOCATION

                  A shareholder who returns a Proxy may revoke the Proxy at any
time before it is voted only: (1) by giving written notice of revocation to Don
E. Bangs, Secretary, CCFNB Bancorp, Inc., 232 East Street, Bloomsburg,
Pennsylvania 17815; (2) by executing a later-dated Proxy and giving written
notice thereof to the Secretary of the Corporation; or (3) by voting in person
at the Annual Meeting after giving written notice to the Secretary of the
Corporation.


VOTING SECURITIES, RECORD DATE AND QUORUM

                  At the close of business on March 26, 1997, the Corporation
had 5,000,000 shares of common stock, par value $1.25 per share, the only
authorized class of stock, of which 1,381,711 shares of common stock were issued
and outstanding (the "Common Stock").

                  Only holders of common stock of record at the close of
business on March 26, 1997, will be entitled to notice of and to vote at the
Annual Meeting. Cumulative voting rights do not exist with respect to the
election of directors. On all matters to come before the Annual Meeting, each
share of common stock is entitled to one vote.

                  Under Pennsylvania law and the By-laws of the Corporation, the
presence of a quorum is required for each matter to be acted upon at the Annual
Meeting. Pursuant to the By-laws of the Corporation, the presence, in person or
by proxy, of shareholders entitled to cast at least a majority of the votes
which all shareholders are entitled to cast shall constitute a quorum for the
transaction of business at the Annual Meeting. Votes withheld and abstentions
will be counted in determining the presence of a quorum for the particular
matter. Broker non-votes will not be counted in determining the presence of a
quorum for the particular matter as to which the broker withheld authority.

                  Assuming the presence of a quorum, the three nominees for
director receiving the highest number of votes cast by shareholders entitled to
vote for the election of directors shall be elected. Votes withheld from a
nominee and broker non-votes will not be cast for such nominee.

                  Assuming the presence of a quorum, the affirmative vote of a
majority of all votes cast by shareholders is required for the approval of the
ratification of the selection of independent auditors. Abstentions and broker
non-votes are not votes cast and therefore do not count either for or against
such respective approval and ratification. Abstentions and broker non-votes,
however, have the practical effect of reducing the number of affirmative votes
required to achieve a majority for each such matter by reducing the total number
of shares voted from which the required majority is calculated.


                                       69
<PAGE>   4
             PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK


PRINCIPAL OWNER

                  As of March 26, 1997, to the best of the Corporation's
information and belief, no person holds beneficially or of record, directly or
indirectly, five percent (5%) or more of the outstanding shares of Common Stock.


BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES

                  The following table sets forth information concerning the
number of shares of Common Stock beneficially owned, directly or indirectly, as
of March 26, 1997, by (i) each director and nominee, (ii) each executive officer
of the Corporation, and (iii) the directors and the executive officers of the
Corporation as a group.

<TABLE>
<CAPTION>
Name of Individual                        Amount and Nature of                Percent
or Identity of Group                    Beneficial Ownership(1)(2)           of Class(3)
--------------------                    --------------------------           -----------

<S>                                     <C>                                  <C>
Don E. Bangs(4)                               7,825.080   (7)                   ----
Stanley Barchik(5)                           11,445.000   (8)                   ----
Robert M. Brewington, Jr.(6)                  4,007.982   (9)
Edward L. Campbell(4)                         5,027.785  (10)                   ----
Elwood R. Harding, Jr.(4)                    15,316.078  (11)                  1.11%
William F. Hess(5)                            3,992.805  (12)                   ----
Willard H. Kile, Sr.(6)                      17,587.066  (13)                  1.27%
Virginia D. Kocher                            1,309.000  (14)                   ----
Charles E. Long(6)                            4,878.632  (15)                   ----
Paul E. Reichart(5)                           7,254.000  (16)                   ----

All Officers and Directors
 as a Group (9 directors,
 3 nominees, 5 officers,
 10 persons in total)                        78,643.428                          5.69%
</TABLE>

------------------------------
(1)        Information furnished by the directors and the Corporation.
(2)        The securities "beneficially owned" by an individual are determined
           in accordance with the definitions of "beneficial ownership" set
           forth in the General Rules and Regulations of the Securities and
           Exchange Commission ("SEC") and may include securities owned by or
           for the individual's spouse and minor children and any other relative
           who has the same home, as well as securities to which the individual
           has or shares voting or investment power or has the right to acquire
           beneficial ownership within sixty (60) days after March 26, 1997.
           Beneficial ownership may be disclaimed as to certain of the
           securities.
(3)        Less than one percent unless otherwise indicated.
(4)        A Class 3 Director whose term expires in 1997 and a nominee for Class
           3 Director whose term expires in 2000.
(5)        A Class 2 Director whose term expires in 1998.
(6)        A Class 1 Director whose term expires in 1999.


                                       70
<PAGE>   5
(7)        Includes 5,043.544 shares of Common Stock held individually by Mr.
           Bangs; 52.536 shares of Common Stock held jointly with his spouse;
           and 2,729.000 shares of Common Stock held in a SEP retirement
           account.
(8)        Includes 2,970.000 shares of Common Stock held individually by Mr.
           Barchik and 8,475.000 shares of Common Stock held jointly with his
           spouse.
(9)        Includes 2,866.523 shares of Common Stock held individually by Mr.
           Brewington; 905.595 shares of Common Stock held jointly with his
           spouse; 117.932 held by the Bank's Trust Department for the benefit
           of Mr. Brewington; and 117.932 held by the Bank's Trust Department
           for the benefit of Mrs. Brewington.
(10)       Includes 3,120.695 shares of Common Stock held individually by Mr.
           Campbell and 1,907.090 shares of Common Stock held jointly with his
           spouse.
(11)       Includes 7,175.000 shares of Common Stock held individually by Mr.
           Harding; 6,750.000 shares of Common Stock held individually by his
           spouse; 735.518 held by the Bank's Trust Department for the benefit
           of Mr. Harding; and 655.560 held by the Bank's Trust Department for
           the benefit of Mrs. Harding.
(12)       Includes 3,467.437 shares of Common Stock held individually by Mr.
           Hess and 525.368 shares of Common Stock held individually by his
           spouse.
(13)       Includes 8,284.000 shares of Common Stock held individually by Mr.
           Kile; 7,500.000 shares of Common Stock held jointly with his spouse;
           and 1,803.066 shares held by the Bank's Trust Department for the
           benefit of Mr. Kile.
(14)       Includes 809.000 shares of Common Stock held individually by Mrs.
           Kocher and 500.000 shares of Common Stock held f/b/o her husband in
           an IRA trust.
(15)       All shares of Common Stock held by the named person are held as an
           individual.
(16)       Includes 2,500.000 shares of Common Stock held individually by Mr.
           Reichart and 4,754.000 shares of Common Stock held jointly with his
           spouse.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

                  Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Corporation's officers and directors, and persons who own
more than ten percent (10%) of the registered class of the Corporation's equity
securities, to file reports of ownership and changes in ownership with the SEC.
Officers, directors and greater than ten-percent (10%) shareholders are required
by SEC regulation to furnish the Corporation with copies of all Section 16(a)
forms they file.

                  Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Corporation believes that during
the period January 1, 1996 through December 31, 1996, its officers and directors
were in compliance with all filing requirements applicable to them.


                              ELECTION OF DIRECTORS
                                    (ITEM 1)


                  The Corporation has a classified Board of Directors with
staggered three-year terms of office. In a classified board, the directors are
generally divided into separate classes of equal number. The terms of the
separate classes expire in successive years. Thus, at each Annual Meeting of
Shareholders successors to the class of directors whose term shall then expire
shall be elected to hold office for a term of three years, so that the term of
office of one class of directors shall expire in each year.


                                       71
<PAGE>   6
                  In addition, there is no cumulative voting for the election of
directors. Each share of common stock is entitled to cast only one vote for each
nominee. For example, if a shareholder owns 100 shares of common stock, he or
she may cast up to 100 votes for each of the nominees for director in the class
to be elected.

                  Unless otherwise instructed, the proxy holders will vote the
proxies received by them for the election of the three nominees for Class 3
Director named below. If any nominee should become unavailable for any reason,
proxies will be voted in favor of a substitute nominee as the Board of Directors
of the Corporation shall determine. The Board of Directors has no reason to
believe the nominees named will be unable to serve if elected. Any vacancy
occurring on the Board of Directors of the Corporation for any reason may be
filled by a majority of the directors then in office until the expiration of the
term of vacancy. Election of a nominee to the office of director will require an
affirmative vote of a majority of the shares of Common Stock represented at the
Annual Meeting.


                           INFORMATION AS TO NOMINEES,
                        DIRECTORS AND EXECUTIVE OFFICERS


                  The following table contains certain information with respect
to the executive officers, nominees for Class 3 Director whose term expires in
2000, current Class 3 Directors whose term expires in 1997, and the Class 2
Directors and Class 1 Directors whose terms of office expire in 1998 and 1999,
respectively:

<TABLE>
<CAPTION>
                                    Age as of             Principal Occupation During Past
                                    March 26,                Five Years and/or Position(s)                            Director
Name                                  1997                    Held With The Corporation                                Since
----                               --------------         ----------------------------------                          -------
<S>                                <C>                    <C>                                                         <C>
CURRENT CLASS 3 DIRECTORS WHOSE TERM EXPIRES IN 1997 AND
NOMINEES FOR CLASS 3 DIRECTOR WHOSE TERM EXPIRES IN 2000

Don E. Bangs                             65                Secretary of the Corporation and                             1985
                                                           the Bank; former owner of Bangs
                                                           Insurance Agency and agent for
                                                           The Thrush Insurance Agency

Edward L. Campbell                       58                President, ELC Enterprises, Inc.                             1985
                                                           d/b/a The Heritage House Family
                                                           Restaurant and the sole proprietor of
                                                           Heritage Acres Christmas tree sales

Elwood R. Harding, Jr.                   50                Attorney, Harding & Warren,                                  1984
                                                           Bloomsburg; President, Inter-County
                                                           Land Abstract Co., Inc.
</TABLE>

                                       72
<PAGE>   7
<TABLE>
<CAPTION>
                                    Age as of             Principal Occupation During Past
                                    March 26,                Five Years and/or Position(s)                            Director
Name                                  1997                    Held With The Corporation                                Since
----                               --------------         ----------------------------------                          -------
<S>                                <C>                    <C>                                                         <C>
CLASS 1 DIRECTORS WHOSE TERM EXPIRES IN 1999

Robert M. Brewington, Jr.                46                Owner, Sutliff Motors; selling and                           1996
                                                           servicing cars and trucks; school
                                                           bus contractor

Willard H. Kile, Sr.                     69                Chairman and Director of the                                 1974(1)
                                                           Corporation and the Bank; real
                                                           estate broker, Kile and Kile Real
                                                           Estate and Rentals

Charles E. Long                          61                Retired; former President, Long                              1993
                                                           Supply Co., Inc., wholesaler and
                                                           retailer of hardware and masonry
                                                           products

CLASS 2 DIRECTORS WHOSE TERM EXPIRES IN 1998

Stanley Barchik                          63                President, Stan & Sons, Inc.,                                 1985
                                                           commercial leasing and retail
                                                           gasoline sales

William F. Hess                          63                Vice Chairman and Director of                                 1982(1)
                                                           the Corporation and the Bank;
                                                           dairy farmer

Paul E. Reichart                         59                President, Chief Executive Officer                            1983(1)
                                                           and Director of the Corporation
                                                           and the Bank
</TABLE>

------------------
(1)        Includes period prior to June 20, 1983, when such persons served as
           directors of the Bank, which became a wholly-owned subsidiary of the
           Corporation on that date. All directors of the Corporation are
           currently also directors of the Bank.


                  The Board of Directors of the Bank has established the
following committees for 1997:

                  Executive Committee. This Committee exercises the authority of
the Board of Directors in the management of the business of the Bank between the
dates of regular meetings of the Board of Directors. Messrs. Bangs, Hess, Kile
and Reichart are members of the Executive Committee.


                                       73
<PAGE>   8
                  Long Range Planning Committee. This Committee studies the
future growth, capital development and corporate structure of the Bank. Messrs.
Bangs, Brewington, Kile and Reichart are members of the Long Range Planning
Committee.

                  Human Resource Committee. This Committee recommends to the
Board of Directors the amount to be considered for contribution to the Bank's
Profit Sharing Plan and reviews the proposed salary increases of the officers
before they are presented to the Board of Directors for approval. Messrs.
Barchik, Kile, Long and Reichart are members of the Human Resource Committee.

                  Audit Committee. This Committee supervises the audit of the
books of account of the Bank and recommends for approval by the Board of
Directors the services of an independent certified public accountant to examine
the financial matters of the Bank. Messrs. Bangs, Campbell, Harding and Hess are
members of the Audit Committee.

                  Credit Administration Committee. This Committee reviews all
new loans, past due loans, loan compliance, loan review and other pertinent
matters. Messrs. Brewington, Kile, Long and Reichart are members of the Credit
Administration Committee.

                  Asset-Liability Committee. This Committee reviews the
asset-liability positions of the Bank and provides support and direction in
managing net interest margins and liquidity. Messrs. Campbell, Harding, Kile and
Reichart are members of the Asset-Liability Committee.

                  Trust Committee. This Committee is responsible for oversight
of the Bank's Trust Department, including the Department's investments and
operations. Messrs. Barchik, Kile and Reichart are members of the Trust
Committee.

                  Deferred Compensation Committee. This Committee is responsible
for the administration and review of the Bank's Deferred Compensation Plans.
Messrs. Hess, Kile and Reichart are members of the Deferred Compensation
Committee.

                  During 1996, the Corporation's Board of Directors held seven
(7) meetings and the Bank's Board of Directors held twenty-eight (28) meetings.
Each Director of the Corporation who is also a Director of the Bank attended at
least 75% of the combined total number of meetings of the Boards of Directors of
the Corporation and the Bank and of the committees of the Bank of which he is a
member.

                  The Corporation does not have a nominating committee. A
shareholder who desires to propose an individual for consideration by the Board
of Directors as a nominee for director should submit a proposal in writing to
the Secretary of the Corporation in accordance with Section 202 of the By-laws
of the Corporation.


                                       74
<PAGE>   9
                             EXECUTIVE COMPENSATION


COMPENSATION PAID TO EXECUTIVE OFFICERS

                  The following table sets forth the total compensation for
services in all capacities paid by the Corporation and the Bank during 1996,
1995 and 1994, to the Corporation's and the Bank's President and Chief Executive
Officer. No other executive officer's annual salary and bonus exceeded $100,000
during 1996 and therefore is not required to be presented.

                          SUMMARY COMPENSATION TABLE(1)

<TABLE>
<CAPTION>
                                                                      Annual Compensation
                                                      ----------------------------------------------------------------------------
      Name and Principal             Fiscal                                                   Other Annual            All Other
           Position                   Year            Salary              Bonus              Compensation(2)       Compensation(3)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>              <C>                   <C>                   <C>
Paul E. Reichart                      1996            $85,677          $25,759(4)                $8,400                $3,552
(President and Chief                  1995            $80,826          $23,307(5)                $7,800                $3,528
Executive Officer)                    1994            $76,978          $24,074(6)                $7,500                $2,387
</TABLE>

------------------
(1)        From January 1, 1994 through December 31, 1996, the Corporation did
           not pay any long-term compensation in the form of stock options,
           stock appreciation rights, restricted stock or any other long-term
           compensation, nor did it make any long-term incentive plan payments.
           Accordingly, no such information is presented in the Summary
           Compensation Table set forth above. No such arrangements are
           currently in effect.
(2)        Represents the payment of directors' fees by the Bank for the years
           presented. Mr. Reichart did not receive perquisites and other
           personal benefits, securities and property that totaled in the
           aggregate for the years presented either $50,000 or 10% of the total
           of the amounts reported under the salary and bonus columns.
           Therefore, the amounts for such perquisites and other personal
           benefits, securities and property are not reported.
(3)        These figures represent annual term insurance premium payments on the
           life of Mr. Reichart.
(4)        Includes $15,000 as a life insurance premium payment for a deferred
           compensation plan; $3,427 as a cash bonus representing 4% of base
           salary; $5,727 as a contribution to the Bank's profit sharing plan;
           and $1,605 representing 50% up to 3.58% matching contribution to Mr.
           Reichart's 401K plan.
(5)        Includes $15,000 as a life insurance premium payment for a deferred
           compensation plan; $3,233 as a cash bonus representing 4% of base
           salary; and $5,074 as a contribution to the Bank's profit sharing
           plan.
(6)        Includes $15,000 as a life insurance premium payment for a deferred
           compensation plan (see discussion below); $3,849 as a cash bonus
           representing 5% of base salary; and $5,225 as a contribution to the
           Bank's profit sharing plan.


DEFERRED COMPENSATION AGREEMENTS FOR EXECUTIVE OFFICERS

                  Paul E. Reichart has served as the Corporation's and the
Bank's President and Chief Executive Officer since 1985. J. Jan Girton has
served as the Executive Vice President, Chief Operating Officer and Assistant
Secretary of the Bank since 1987. As a result of Messrs. Reichart's and Girton's
active involvement and experience in the affairs of the Bank, the Bank has
depended upon, and continues to depend upon, their continued employment. The
Bank does not maintain employment agreements or key man insurance, other than
the deferred compensation agreements described below, with respect to Messrs.
Reichart and Girton. However, in 1992, the Bank entered

                                       75
<PAGE>   10
into agreements with Paul E. Reichart, President and Chief Executive Officer of
the Corporation and the Bank, and J. Jan Girton, Executive Vice President, Chief
Operating Officer and Assistant Secretary of the Bank, to establish a
non-qualified deferred compensation plan (the "Deferred Compensation Plan") for
these officers.

                  Each officer is deferring compensation in order to participate
in his Deferred Compensation Plan. If the officer continues to serve as an
officer of the Bank until he attains sixty-five (65) years of age, the Bank has
agreed to pay him 120 guaranteed consecutive monthly payments commencing on the
first day of the month following the officer's 65th birthday. Each officer's
guaranteed monthly payment is based upon the future value of life insurance
purchased with the compensation the officer has deferred. If the officer attains
sixty-five (65) years of age but dies before receiving all of the guaranteed
monthly payments, then the Bank will make the remaining payments to the
officer's designated beneficiary or to the representative of his estate. In the
event that the officer dies while serving as an officer, but prior to age
sixty-five (65), then the Bank will remit the guaranteed monthly payments to the
officer's designated beneficiary or to the representative of his estate. The
Bank has obtained life insurance (designating the Bank as the beneficiary) on
the life of each participating officer in an amount which is intended to cover
the Bank's obligations under the Deferred Compensation Plan, based upon certain
actuarial assumptions. In 1996, the Bank accrued $25,800 as an expense for the
Deferred Compensation Plan.


PROFIT SHARING PLAN

                  The Corporation and the Bank do not have a pension plan. The
Bank, however, does maintain a non-contributory profit sharing plan (the "Plan")
for its employees. To be eligible, an employee must be 21 years of age, have
been employed by the Bank on the last day of the Plan year and generally
completed at least 1,000 hours of service during the Plan year (except in the
case of death, disability or retirement).

                  In addition, effective January 1, 1995, the Bank amended the
Plan to include a 401K Savings Plan feature. An employee may elect to contribute
up to ten percent of his or her annual aggregate compensation into the 401K
Savings Plan. The Bank may contribute a matching contribution to an employee's
account, if management deems the income (profits) to be adequate to justify this
expense. Employees who participated in the Plan as of December 31, 1994, will be
100% vested. However, employees who began participation in the Plan on or after
January 1, 1995, will have any Bank contributions 100% vested after five years
of service. Under the 401K Savings Plan, an employee must complete at least
1,000 hours of service during the year in order to be eligible to participate in
the 401K Savings Plan.

                  Contributions reflected as expense under the Plan for 1996,
1995 and 1994 were $97,564, $86,755 and $82,166, respectively. The Bank made a
matching contribution in 1996 under the 401K Savings Plan feature. The match was
50% of the first 3.58% of employee contribution and amounted to $19,787.87.


                                       76
<PAGE>   11
COMPENSATION OF DIRECTORS


                  During 1996, each member of the Bank's Board of Directors
received $350 for each meeting of the Board and $225 for each committee meeting
attended. In addition, in 1996, the Chairman of the Board of Directors and the
Secretary each received an additional fee of $1,200 for additional services
provided to the Bank. Members of the Corporation's Board of Directors are not
compensated for attending meetings of the Corporation's Board of Directors. Such
meetings usually occur immediately after meetings of the Bank's Board of
Directors.


DEFERRED COMPENSATION AGREEMENTS FOR DIRECTORS

                  The Bank has entered into agreements with three directors to
establish non-qualified deferred compensation plans (the "Director Deferred
Compensation Plans") for each of these directors. These plans are limited to
4-year terms. The Bank may, however, enter into subsequent similar plans with
its directors. Each of the participating directors is deferring the payment to
him of the directors' fees described above. If the director continues to serve
as a director of the Bank until he attains generally 70 or 72 years of age, as
the case may be, the Bank has agreed to pay him ten equal annual payments
commencing on the first day of the month following such director's 70th or 72nd
birthday, as the case may be. Each director's guaranteed annual payment is based
upon the cumulative amount of deferred fees together with interest currently
accruing thereon at the rate of 8% per annum, subject to change by the Board of
Directors. If the director attains 70 or 72 years of age, as the case may be,
but dies before receiving all ten annual payments, then the Bank will make the
remaining payments to the director's designated beneficiary or to the
representative of his estate. In the event that the director dies while serving
as a director, but prior to age 70 or 72, as the case may be, then the Bank will
remit the annual payments to such director's designated beneficiary or to the
representative of his estate. The Bank has obtained life insurance (designating
the Bank as the beneficiary) on the lives of Messrs. Kile and Harding in face
amounts which are intended to cover the Bank's obligations under those
director's Deferred Compensation Plans. In 1996, the Bank accrued $23,200 as an
expense for the Director Deferred Compensation Plans. As of December 31, 1996,
Messrs. Kile, Harding and Barchik were participating in such Plans.


                              CERTAIN TRANSACTIONS


                  There have been no material transactions between the
Corporation and the Bank, nor any material transactions proposed, with any
director or executive officer of the Corporation and the Bank, or any associate
of any of the foregoing persons. The Corporation and the Bank have had and
intend to continue to have banking and financial transactions in the ordinary
course of business with directors and executive officers of the Corporation and
the Bank and their associates on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons.

                                       77
<PAGE>   12
                  Total loans outstanding from the Corporation and the Bank as
of December 31, 1996, to the Corporation's and the Bank's executive officers and
directors as a group and members of their immediate families and companies in
which they had an ownership interest of 10% or more was $5,742,151, or
approximately 28.68% of the total equity capital of the Bank. Loans to such
persons were made in the ordinary course of business, were made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons, and did not involve
more than the normal risk of collectibility or present other unfavorable
features.


                      PRINCIPAL OFFICERS OF THE CORPORATION


                  The following table sets forth selected information about the
principal officers of the Corporation, each of whom is selected by the Board of
Directors and each of whom holds office at the discretion of the Board of
Directors:


<TABLE>
<CAPTION>
                                                                             Bank
                                Office and                     Held         Employee        Number of Shares           Age as of
Name                          Position Held                    Since         Since         Beneficially Owned         March 26,1997
----                          -------------                    -----        --------       ------------------         -------------
<S>                           <C>                              <C>          <C>            <C>                        <C>
Willard H. Kile, Sr.          Chairman of the Board            1985           (1)             17,587.066(2)                 69

William F. Hess               Vice Chairman of the             1996           (1)              3,992.805(2)                 63
                              Board

Paul E. Reichart              President and CEO                1985           1960             7,254.000(2)                 59 

Don E. Bangs                  Secretary                        1993           (1)              7,825.080(2)                 65

Virginia D. Kocher            Treasurer                        1991           1972             1,309.000(2)                 49
</TABLE>

----------------------------
(1)        Messrs. Kile, Hess  and Bangs are not employees of the Bank.
(2)        See footnotes under "Beneficial Ownership by Officers, Directors and
           Nominees" with respect to the stockholdings for this officer.


PRINCIPAL OFFICERS OF THE BANK

                  The following table sets forth selected information about the
principal officers of the Bank, each of whom is elected by the Board of
Directors of the Bank and each of whom holds office at the discretion of the
Board of Directors of the Bank:

                                       78
<PAGE>   13
<TABLE>
<CAPTION>
                                                                             Bank
                                Office and                     Held         Employee        Number of Shares           Age as of
Name                          Position Held                    Since         Since         Beneficially Owned         March 26,1997
----                          -------------                    -----        --------       ------------------         -------------
<S>                           <C>                              <C>          <C>            <C>                        <C>
Willard H. Kile, Sr.          Chairman of the Board             1985          (1)              17,587.066(2)                69

William F. Hess               Vice Chairman of the              1996          (1)               3,992.805(2)                63
                              Board

Don E. Bangs                  Secretary                         1993          (1)               7,825.080(2)                65

Paul E. Reichart              President and CEO                 1985          1960              7,254.000(2)                59

J. Jan Girton                 Executive Vice President,         1987          1985              1,176.828(3)                56
                              Chief Operating Officer
                              and Assistant Secretary           1992

Linda A. Huttenstine          Senior Vice President             1991          1963                309.000(4)                52
                              and Cashier                       1985

Jacob S. Trump                Senior Vice President and         1989          1989                206.621(4)                49
                              Financial Planning Officer

Edwin A. Wenner               Senior Vice President             1996          1974                325.000(5)                43

Lance O. Diehl(6)             Vice President                    1995          1995                 -0-                      31

Virginia D. Kocher            Vice President,                   1987          1972              1,309.000(2)                49
                              Controller and                    1982
                              Assistant Secretary               1991
</TABLE>

------------------
(1)        Messrs. Kile, Hess and Bangs are not employees of the Bank.
(2)        See footnotes under "Beneficial Ownership by Officers, Directors and
           Nominees" with respect to the stockholdings for this officer.
(3)        Includes 126.089 shares of Common Stock held individually by Mr.
           Girton and 1,050.739 shares of Common Stock held jointly with his
           spouse.
(4)        All shares of Common Stock held by the named person are held as an
           individual.
(5)        The 325 shares of Common Stock beneficially owned by Mr. Wenner are
           jointly held with his spouse.
(6)        Mr. Diehl is the nephew of Mr. Kile, the Chairman of the Board of the
           Corporation and the Bank.


                                LEGAL PROCEEDINGS

GENERAL

                  The nature of the Corporation's and the Bank's business
generates a certain amount of litigation involving matters arising in the
ordinary course of business. However, in the opinion of management of the
Corporation and the Bank, there are no proceedings pending to which the
Corporation and the Bank is a party or to which their property is subject,
which, if determined adversely to the Corporation and the Bank, would be
material in relation to the Corporation's and the Bank's undivided profits or
financial condition, nor are there any proceedings pending other than


                                       79
<PAGE>   14
ordinary routine litigation incident to the business of the Corporation and the
Bank. In addition, no material proceedings are pending or are known to be
threatened or contemplated against the Corporation and the Bank by government
authorities or others.


ENVIRONMENTAL ISSUES

                  There are several federal and state statutes that govern the
obligations of financial institutions with respect to environmental issues.
Besides being responsible under such statutes for its own conduct, a bank also
may be held liable under certain circumstances for actions of borrowers or other
third parties on properties that collateralize loans held by the bank. Such
potential liability may far exceed the original amount of the loan made by the
bank. Currently, the Bank is not a party to any pending legal proceedings under
any environmental statute nor is the Bank aware of any circumstances that may
give rise to liability of the Bank under any such statute.


                 RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
                                    (ITEM 2)


                  Unless instructed to the contrary, it is intended that votes
will be cast pursuant to the proxies for the ratification of the selection of J.
H. Williams & Co., LLP, Certified Public Accountants, of Kingston, Pennsylvania
("J. H. Williams"), as the Corporation's independent public accountants for its
fiscal year ending December 31, 1997. The Corporation has been advised by J. H.
Williams that none of its members has any financial interest in the Corporation.
Ratification of J. H. Williams will require an affirmative vote of a majority of
the shares of Common Stock represented at the Annual Meeting. J. H. Williams
served as the Corporation's independent public accountants for the Corporation's
1996 fiscal year.

                  In addition to performing customary audit services, J. H.
Williams assisted the Corporation with the preparation of its federal and state
tax returns, and provided assistance in connection with regulatory matters,
charging the Corporation for such services at its customary hourly billing
rates. These non-audit services were approved by the Corporation's and the
Bank's Board of Directors, after due consideration of the effect of the
performance thereof on the independence of the accountants and after the
conclusion by the Corporation's and the Bank's Board of Directors that there was
no effect on the independence of the accountants.

                  In the event that the shareholders do not ratify the selection
of J. H. Williams as the Corporation's independent public accountants for the
1997 fiscal year, another accounting firm will be chosen to provide independent
public accountant audit services for the 1997 fiscal year. The Board of
Directors recommends that the shareholders vote FOR the ratification of the
selection of J. H. Williams as the auditors for the Corporation for the year
ending December 31, 1997.

                  It is understood that even if the selection of J. H. Williams
is ratified, the Board of Directors, in its discretion, may direct the
appointment of a new independent auditing firm at any


                                       80
<PAGE>   15
time during the year if the Board of Directors determines that such a change
would be in the best interests of the Corporation and its shareholders.


                                  ANNUAL REPORT


                  A copy of the Corporation's Annual Report for its fiscal year
ended December 31, 1996, is being mailed with this Proxy Statement. A
representative of J. H. Williams, the accounting firm which examined the
financial statements in the Annual Report, will attend the Annual Meeting. This
representative of J. H. Williams will have the opportunity to make a statement,
if he or she desires to do so, and will be available to respond to any
appropriate questions presented by shareholders at the Annual Meeting.


                              SHAREHOLDER PROPOSALS


                  Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the SEC, wishes to submit a proposal for
inclusion in the Corporation's proxy statement for its 1998 Annual Meeting of
Shareholders must deliver such proposal in writing to the Secretary of CCFNB
Bancorp, Inc. at the principal executive offices of the Corporation at 232 East
Street, Bloomsburg, Pennsylvania 17815, not later than Wednesday, December 3,
1997.


                                  OTHER MATTERS


                  The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in the Notice of
Annual Meeting of Shareholders, but if any matters are properly presented, it is
the intention of the persons named in the accompanying Proxy to vote on such
matters in accordance with their judgment.


                             ADDITIONAL INFORMATION


                  Upon written request of any shareholder, a copy of the
Corporation's report on Form 10-KSB for its fiscal year ended December 31, 1996,
including the financial statements and the schedules thereto, required to be
filed with the SEC, may be obtained, without charge, from Paul E. Reichart,
President CCFNB Bancorp, Inc., 232 East Street, Bloomsburg, Pennsylvania 17815;
telephone: (717) 784-4400.

                  In addition, a copy of the Annual Disclosure Statement of
Columbia County Farmers National Bank may be also obtained, without charge, from
Mr. Reichart.

                                       81
<PAGE>   16
                               CCFNB BANCORP, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


TO THE SHAREHOLDERS OF CCFNB BANCORP, INC.:

                  Notice is hereby given that the Annual Meeting of Shareholders
of CCFNB Bancorp, Inc. (the "Corporation") will be held at 10:30 a.m.,
prevailing time, on Tuesday, May 6, 1997, at the CCFNB Operations Center,
Lightstreet Road, Bloomsburg, Pennsylvania 17815, for the following purposes:

                           1. To elect three (3) Class 3 directors to serve for
                  a three-year term and until their successors are duly elected
                  and qualified;

                           2. To ratify the selection of J. H. Williams & Co.,
                  LLP, Certified Public Accountants, of Kingston, Pennsylvania,
                  as the independent auditors for the Corporation for the year
                  ending December 31, 1997; and

                           3. To transact such other business as may properly
                  come before the Annual Meeting and any adjournment or
                  postponement thereof.

                  Only those shareholders of record at the close of business, at
5:00 p.m., on Friday, March 26, 1997, will be entitled to notice of and to vote
at the Annual Meeting.

                  A copy of the Corporation's Annual Report for the fiscal year
ended December 31, 1996, is being mailed with this notice.

                  You are urged to mark, sign, date and promptly return your
proxy in the enclosed envelope so that your shares may be voted in accordance
with your wishes and in order that the presence of a quorum may be assured. The
prompt return of your dated and signed proxy, regardless of the number of shares
you hold, will aid the Corporation in reducing the expense of additional proxy
solicitation. The giving of such proxy does not affect your right to vote in
person if you attend the meeting.

                                             By Order of the Board of Directors



                                             Paul E. Reichart, President

April 2, 1997

                                       82
<PAGE>   17
                               CCFNB BANCORP, INC.
                                      PROXY
              ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 6, 1997
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


                  The undersigned hereby constitutes and appoints E.L. Carson
and Roy Buck and each and any of them, proxies of the undersigned, with full
power of substitution, to vote all of the shares of CCFNB Bancorp, Inc. (the
"Corporation") that the undersigned may be entitled to vote at the Annual
Meeting of Shareholders of the Corporation to be held at the CCFNB Operations
Center, Lightstreet Road, Bloomsburg, Pennsylvania 17815, on Tuesday, May 6,
1997 at 10:30 a.m., prevailing time, and at any adjournment or postponement
thereof as follows:

1.         ELECTION OF CLASS 3 DIRECTORS TO SERVE FOR A THREE-YEAR TERM

<TABLE>
<S>                                                         <C>
           [    ]    For all nominees listed                [    ]    WITHHOLD AUTHORITY
                     below (except as marked                          to vote on all nominees
                     to the contrary below)                           listed below
</TABLE>

          (INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
          NOMINEE, WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)

                   Don E. Bangs, Edward L. Campbell and Elwood R. Harding, Jr.

                   ___________________________________________________________
  
2.         Proposal to ratify the selection of J.H. Williams & Co., LLP,
           Certified Public Accountants, of Kingston, Pennsylvania, as the
           independent auditors for the Corporation for the year ending December
           31, 1997.

                          [    ]     FOR          [    ]     AGAINST

           The Board of Directors recommends a vote FOR this proposal.

3.         In their discretion, the proxies are authorized to vote upon such
           other business as may properly come before the annual meeting and any
           adjournment or postponement thereof.


                  THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL 2.

                                        Dated ___________________________, 1997

                                        _______________________________________

                                        _______________________________________
                                                   Signature(s)

Number of Shares Held of
Record on March 26, 1997: _______________


                  THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND
RETURNED PROMPTLY TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE.
IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER
MUST SIGN.

                                       83