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                                                                     EXHIBIT 3.2







                                     BY-LAWS

                                       FOR

                               CNB FINANCIAL CORP.









Adopted: March 16, 1998
(401, OFFICERS, amended March 15, 1999)
(402, CHAIRPERSON OF THE BOARD, amended March 15, 1999)



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                                     BYLAWS
                               CNB FINANCIAL CORP.


ARTICLE I.      MEETINGS OF SHAREHOLDERS.

SECTION 101.    PLACE OF MEETINGS.

All meetings of the shareholders shall be held at such place or places, within
or without the State of New York, as shall be determined by the Board of
Directors from time to time.

SECTION 102.    ANNUAL MEETINGS.

The annual meeting of the shareholders for the election of directors and the
transaction of such other business as may properly come before the meeting shall
be held at such date or hour as may be fixed by the Board of Directors. Any
business which is a proper subject for shareholder action may be transacted at
the annual meeting, irrespective of whether the notice of said meeting contains
any reference thereto, except as otherwise provided by applicable law.

SECTION 103.    SPECIAL MEETINGS.

Special meetings of the shareholders may be called at any time by the Board of
Directors, or any three or more Shareholders owning in the aggregate, not less
than ten percent (10%) of the stock of this company.

SECTION 104.    CONDUCT OF SHAREHOLDERS' MEETINGS.

The Chairman shall preside at all shareholders' meetings. In the absence of the
Chairman, the President shall preside or, in his/her absence, any officer
designated by the Board of Directors. The officer presiding over the
shareholders' meeting may establish such rules and regulations for the conduct
of the meeting as he/she may deem to be reasonably necessary or desirable for
the orderly and expeditious conduct of the meeting. Unless the officer presiding
over the shareholders' meeting otherwise requires, shareholders need not vote by
ballot on any question.


ARTICLE II.     DIRECTORS AND BOARD MEETINGS.

SECTION 201.    MANAGEMENT BY BOARD OF DIRECTORS.

The business and affairs of the Corporation shall be managed by its Board of
Directors. The Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute,
regulation, the Certificate of Incorporation or these Bylaws directed or
required to be exercised or done by the shareholders.

SECTION 202.    NOMINATION FOR DIRECTORS.

Nominations for directors to be elected at an annual meeting of shareholders,
except those made by the Board of Directors of the Corporation, must be
submitted to the Secretary of the Corporation in writing not less than 14 days
nor more than 50 days immediately preceding the date of the meeting, provided,
however, that if less than 21 days' notice of the meeting is given to
shareholders, such nominations shall be mailed or delivered to the Secretary of
the Corporation



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not later than the close of business on the seventh day following the day on
which the notice of meeting was mailed. Such notification shall contain the
following information to the extent known to the notifying shareholder: (a) name
and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the total number of shares of capital stock of the
Corporation that will be voted for each proposed nominee; (d) the name and
residence address of the notifying shareholder; and (e) the number of shares of
capital stock of the Corporation owned by the notifying shareholder. Nominations
not made in accordance herewith may, in his/her discretion, be disregarded by
the presiding officer of the meeting, and upon his/her instruction, the vote
tellers may disregard all votes cast for each such nominee. In the event the
same person is nominated by more than one shareholder, the nomination shall be
honored, and all shares of capital stock of the Corporation shall be counted if
at least one nomination for that person complies herewith.

SECTION 203.    DIRECTORS MUST BE SHAREHOLDERS.

Every director must be a shareholder of the Corporation and shall own in his/her
own right the number of shares (if any) required by law in order to qualify as
such director. Any director shall forthwith cease to be a director when he/she
no longer holds such shares, which fact shall be reported to the Board of
Directors by the Secretary, whereupon the Board of Directors shall declare the
seat of such directors vacated.

SECTION 204.    NUMBER OF DIRECTORS.

The Board of Directors shall consist of not less than five (5) nor more than
eleven (11) shareholders, then exact number to be fixed and determined from time
to time by resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting hereof.

SECTION 205.    CLASSIFICATION OF DIRECTORS.

The directors shall be divided into three classes as nearly equal in number as
possible, known as Class 1, consisting of not more than five directors; Class 2,
consisting of not more than five directors; and Class 3, consisting of not more
than five directors. The initial directors of Class one shall service until the
first annual meeting of shareholders in 1993. At the first annual meeting of the
shareholders, the directors of Class 1 shall be elected for a term of three
years and, after expiration of such term, shall thereafter be elected every
three years for three year terms. The initial directors of Class 2 shall serve
until the second annual meeting of shareholders. At the second annual meeting of
the shareholders, the directors of Class 2 shall be elected for a term of three
years and, after the expiration of such term, shall thereafter be elected every
three years for three year terms. The initial directors of Class 3 shall serve
until the third annual meeting of shareholders. At the third annual meeting of
shareholders, the directors of Class 3 shall be elected for a term of three
years and, after the expiration of such term, shall thereafter be elected every
three years for three year terms. Each director shall serve until his/her
successor shall have been elected and shall qualify, even though his/her term of
office as herein provided has otherwise expired, except in the event of his/her
earlier resignation, removal or disqualification. A director may be removed or
deemed disqualified to serve as a director by a majority vote of the directors
at any regular or special meeting if it is determined that a director is in
material breach or violation of the current code of ethics of the corporation.



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SECTION 206.    VACANCIES.

Vacancies in the Board of Directors, including vacancies resulting from an
increase in the number of directors, shall be filled by a majority of the
remaining members of the Board. Increases in the board of Directors between
annual meetings of shareholders shall be limited to not more than two members
per year. Any director elected to fill a vacancy in the Board of Directors shall
become a member of the same Class of directors in which the vacancy existed; but
if the vacancy is due to an increase in the number of directors a majority of
the members of the Board of Directors shall designate such directorship as
belonging to Class 1, Class 2 or Class 3 so as to maintain the three (3) classes
of directors as nearly equal in number as possible. Each director so elected
shall be a director until his/her successor is elected by the shareholders, who
may make such election at the next annual meeting of the shareholders or at any
special meeting duly called for that purpose and held prior thereto.

SECTION 207.    COMPENSATION OF DIRECTORS.

No director shall be entitled to any salary as such; but the Board of Directors
may fix, from time to time, a reasonable annual fee for acting as a director and
a reasonable fee to be paid each director for his/her services in attending
meetings of the Board and meetings of committees appointed by the Board. The
Corporation may reimburse directors for reasonable expenses related to their
duties as a member of the Board as authorized by the Board.

SECTION 208.    ORGANIZATION MEETING.

The President or Secretary, upon receiving the certificate of the judges, of the
result of any election, shall notify the directors-elect of their election and
of the time at which they are required to meet for the purpose of organizing the
new board and electing and appointing officers of the Corporation for the
succeeding year. Such meeting shall be held on the day of the election or as
soon thereafter as practicable, and, in any event, within thirty days thereof.
If, at the time fixed for such meeting, there shall not be a quorum present, the
directors present may adjourn the meeting, from time to time, until a quorum is
obtained.

SECTION 209.    REGULAR MEETINGS.

Regular meeting of the Board of Directors shall be held on such day, at such
hour, and at such place, consistent with applicable law, as the board shall from
time to time designate or as many be designated in any notice from the Secretary
calling the meeting. Notice need not be given of regular meetings of the Board
of directors which are held at the time and place designated by the Board of
Directors. If a regular meeting is not to be held at the time and place
designated by the Board of directors, notice of such meeting, which need not
specify the business to be transacted thereat and which may be either verbal or
in writing, shall be given by the Secretary to each member of the Board at lease
twenty-four (24) hours before the time of the meeting.

A majority of the members of the Board of Directors shall constitute a quorum
for the transaction of business. If at the time fixed for the meeting, including
the meeting to organize the new Board following the annual meeting of
shareholders, a quorum is not present, the directors in attendance may adjourn
the meeting from time to time until a quorum is obtained.

Except as otherwise provided herein, a majority of those directors present and
voting at any



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meeting of the Board of Directors, shall decide each matter considered. A
director cannot vote by proxy, or otherwise act by proxy at a meeting of the
Board of Directors.

SECTION 210.    SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by the Chairperson of
the Board, the President or at the request of three or more members of the Board
of Directors. A special meeting of the board of directors shall be deemed to be
any meeting other than the regular meeting of the Board of Directors. Notice of
the time and place of every special meeting, which need not specify the business
to be transacted thereat and which may be either verbal or in writing, shall be
given by the Secretary to each member of the Board at least twenty-four (24)
hours before the time of such meeting excepting the Organization Meeting
following the election of directors.

SECTION 211.    REPORTS AND RECORDS.

The reports of officers and Committees and the records of the proceedings of all
Committees shall be filed with the Secretary of the Corporation and presented to
the Board of Directors, if practicable, at its next regular meeting. The Board
of Directors shall keep complete records of its proceedings in a minute book
kept for that purpose. When a director shall request it, the vote of each
director upon a particular question shall be recorded in the minutes.

SECTION 212.    MANDATORY RETIREMENT.

The mandatory retirement age is seventy (70) years for all Directors elected or
appointed after the adoption of these bylaws. For Directors who have served on
the Board prior to the adoption of these bylaws, mandatory retirement age is
seventy-five (75). For Directors who turn 70 or 75 years of age, which ever is
applicable, during their term, the Director will serve only until the next
Annual Meeting of Shareholders following his or her birthday regardless of when
his or her term expires. The Board of Directors of CNB Financial Corp. may name
a new Director to serve the remaining term of the retired Director.

ARTICLE III.    COMMITTEES.

SECTION 301.    COMMITTEES.

The following Committees of the Board of Directors shall be established by the
Board of Directors in addition to any other Committee the Board of Directors may
in its discretion establish:
Executive Committee and Compensation Committee

SECTION 302.    EXECUTIVE COMMITTEE.

The Executive Committee shall consist of any five or more directors. A majority
of the members of the Executive Committee shall constitute a quorum, and actions
of a majority of those present at a meeting at which a quorum is present shall
be actions of the Committee. Meetings of the Committee may be called at any time
by the Chairperson or Secretary of the Committee, and shall be called whenever
two (2) or more members of the Committee so request in writing. The Executive
Committee shall have and exercise the authority of the Board of Directors in the
management of the business of the Corporation between the dates of regular
meetings of the Board except in the following matters:

        (1)     Authorizing distributions of assets or dividends;



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        (2)     Approving actions required to be approved by the Shareholders;

        (3)     Filling vacancies on the Board of Directors or any other
                Committee;

        (4)     Amending Certificate of Incorporation; or

        (5)     Adopting, amending or repealing Bylaws.

The Executive Committee shall be the nominating committee of the Board of
Directors. It shall submit, for approval by the Board of Directors the
following:

Any nominees:

        (1)     For director of the Corporation to be made by the Board of
                Directors as described in Section 202 of these By-Laws;

        (2)     For appointment as a director to fill any vacancy on the Board;

        (3)     For appointment as a director of Central National Bank;

        (4)     For any and all other positions that require election or
                appointment by the Board of Directors including the appointment
                of members of Board Committees.

Section 303.    COMPENSATION COMMITTEE

There shall be a Compensation Committee composed of three Directors. The
Compensation Committee shall have the power to set the salaries, compensation,
benefits, stock options and other related matters of all officers and employees
of the Corporation and all subsidiaries. The Compensation Committee shall keep
minutes of its meeting, and such minutes shall be submitted at the next regular
meeting of the Board of Directors of the Corporation at which a quorum is
present, and any action taken by the Board with respect thereto shall be entered
in the minutes of the Board.

SECTION 304.    APPOINTMENT OF COMMITTEE MEMBERS.

The Board of Directors shall elect the members of the Committees and the
Chairperson and Vice Chairperson of each such committee to serve until the next
Organization Meeting of the Corporation. The Board of Directors may appoint,
from time to time, other committees, for such purposes and with such powers as
the Board may determine.


SECTION 305.    ORGANIZATION AND PROCEEDINGS.

Each committee of the Board of Directors shall effect its own organization by
the appointment of a Secretary and such other officers, except the Chairperson
and Vice Chairperson, as it may deem necessary. A record of proceedings of all
Committees shall be kept by the Secretary of such Committee and filed and
presented as provided in Section 211 of these Bylaws.

ARTICLE IV.     OFFICERS

SECTION 401.    OFFICERS.

The officers of the Corporation shall be a President, one (1) or more Vice
Presidents, a Secretary, a Treasurer, and such other officers and assistant
officers as the Board of Directors may from time to time deem advisable. Except
for the President, Secretary, and Treasurer, the Board may refrain from filling
any of the said offices at any time and from time to time. The same individual
may



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hold any two (2) or more offices except both the offices of President and
Secretary. The officers shall be elected by the Board of Directors at the annual
organization meeting or at any regular or special meeting of the Board of
Directors. Any officer may be removed at any time, with or without cause, and
regardless of the term for which such officer was elected, but without prejudice
to any contract right of such officer. Each officer shall hold his office until
the next annual organization meeting of the Board of Directors unless he shall
resign, becomes disqualified, or be removed at the pleasure of the Board of
Directors.

SECTION 402.    CHAIRPERSON OF THE BOARD.

The Board of Directors may elect a Chairperson of the Board. The Chairperson of
the Board shall be a member of the Board of Directors and shall preside at the
meetings of the Board and perform such other duties as may be prescribed by the
Board of Directors.

SECTION 403.    PRESIDENT.

The President shall have general supervision of all of the departments and
business of the Corporation and shall prescribe the duties of the other officers
and employees and see to the proper performance thereof. The President shall be
responsible for having all orders and resolutions of the Board of Directors
carried into effect. The President shall execute on behalf of the Corporation
and may affix or cause to be affixed the seal to all authorized documents and
instruments requiring such execution, except to the extent that signing and
executing thereof shall have been delegated to some other officer or agent of
the corporation by the Board of Directors or by the President. The President
shall be Chief Executive Officer and a member of the Board of Directors. In the
absence or disability of the chairperson of the Board or his/her refusal to act,
the President shall preside at meetings of the Board. In general, the President
shall perform all the duties and exercise all the powers and authorities
incident to such office or as prescribed by the Board of Directors.

SECTION 404.    VICE PRESIDENTS.

The Vice Presidents shall perform such duties, do such acts and be subject to
such supervision as may be prescribed by the Board of Directors or the
President. In the event of the absence or disability of the President or his/her
refusal to act, the Vice Presidents, in the order of their rank, and within the
same rank in the order of their authority, shall perform the duties and have the
powers and authorities of the President, except to the extent inconsistent with
applicable law. The order of rank, in descending order, shall be as follows:
Executive Vice President, Senior Vice President. and Vice Presidents.

SECTION 405.    SECRETARY.

The Secretary shall act under the supervision of the President or such other
officers as the President may designate. Unless a designation to the contrary is
made at a meeting, the Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all of the proceedings
of such meetings in a book to be kept for that purpose, and shall perform like
duties for the standing Committees when required by these Bylaws or otherwise.
The Secretary shall give, or cause to be given, notice of all meetings of the
shareholders and of the



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Board of Directors. The Secretary shall keep a seal of the Corporation, and,
when authorized by the Board of Directors or the President, cause it to be
affixed to any documents and instruments requiring it. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors,
President, or such other supervising officer as the President may designate.

SECTION 406.    TREASURER.

The Treasurer shall act under the supervision of the President or such other
officer as the President may designate. The Treasurer shall have custody of the
Corporation's funds and such other duties as may be prescribed by the Board of
Directors, President or such other supervising officer as the President may
designate. The Treasurer shall report quarterly to the Board of Directors
regarding the activity and status of the investments of the Corporation.

SECTION 407.    ASSISTANT OFFICERS.

Unless otherwise provided by the Board of Directors, each assistant officer
shall perform such duties as shall be prescribed by the Board of Directors, the
President or the officer to whom he/she is an assistant. In the event of the
absence or disability of an officer or his/her refusal to act, his/her assistant
officer shall, in the order of their rank, and within the same rank in the order
of their seniority, have the powers and authorities of such officer.

SECTION 408.    COMPENSATION.

The salaries and compensation of all officers and assistant officers of CNB
Financial Corp. and all its subsidiaries shall be fixed by or in the manner
designated by the Board of Directors.

SECTION 409.    GENERAL POWERS.

The officers are authorized to do and perform such corporate acts as are
necessary in the carrying on of the business of the Corporation, subject always
to the discretion of the Board of Directors.

ARTICLE V.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

SECTION 501.    RIGHT TO INDEMNIFICATION.

Any person who was, is, or is threatened to be made a party to any action or
proceeding, whether civil or criminal (including an action by or in the right of
the Corporation or any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which any director or officer of the
Corporation served in any capacity at the request of this Corporation), by
reason of the fact that he, his testator or intestate, is or was a director or
officer of the Corporation, or served such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity, shall
be indemnified by the Corporation against all judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred in connection with the defense or appeal of any such action
or proceeding, and against any other amounts, expenses and fees similarly
incurred; provided that no indemnification shall be made to or on behalf of any
director or officer where indemnification is prohibited by applicable law. This
right of indemnification shall include the right of a director or officer to
receive payment from the Corporation for expenses incurred in defending or
appealing any such action or proceeding in advance of its final disposition;
provided that the payment of expenses in advance of the final disposition of an
action or proceeding shall be made



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only upon delivery to the Corporation of an undertaking by or on behalf of the
director or officer to repay all amounts so advance if it should be determined
ultimately that the director or officer is not entitled to be indemnified. The
preceding right of indemnification shall be a contract right enforceable by the
director or officer with respect to any claim, cause of action, action or
proceeding accruing or arising while this Bylaw shall be in effect.

SECTION 502.    AUTHORIZATION OF INDEMNIFICATION.

Any indemnification provided for by section 501 shall be authorized in any
manner provided by applicable law or, in the absence of such law:

            (a) by the Board of Directors acting by a quorum of directors who
are not parties to such action or proceeding, upon a finding that there has been
no judgement or other final adjudication adverse to the director or officer
which establishes that his acts were committed in bad faith or were the result
of active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled, or

            (b) if a quorum under clause (a) is not obtainable, (i) by the Board
upon the opinion in writing of independent legal counsel that indemnification is
proper in the circumstances because there has been no such judgment or other
final adjudication adverse to the director or officer, or (ii) by the
shareholders upon a finding that there has been no such judgment or other final
adjudication adverse to the director or officer.

SECTION 503.    RIGHT OF CLAIMANT TO BRING SUIT.

If a claim of indemnification is not paid in full by the Corporation within
ninety days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall also be entitled to recover the expenses of prosecuting such
claim.

SECTION 504.    NON-EXCLUSIVITY OF RIGHTS.

The rights conferred on any person under this Article shall not be exclusive of
any other right which may exist under any statute, provision of the Certificate
of Incorporation, Bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

SECTION 505.    INSURANCE.

Subject to the laws of New York, the Corporation shall maintain adequate
insurance as determined by the Board of Directors, at the Corporation's expense,
to protect itself and any director, officer, employee or agent of the
Corporation against any expense, liability or loss of the general nature
contemplated by this section, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
laws of New York.

SECTION 506.    SEVERABILITY.

It is the intent of the Corporation to indemnify its officers and directors to
the fullest extent authorized by the laws of New York as they now exist or may
hereafter be amended. If any portion of this Article shall for any reason be
held invalid or unenforceable by judicial decision



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or legislative amendment, the valid and enforceable provisions of this Article
will continue to be given effect and shall be construed so as to provide the
broadest indemnification permitted by law.

ARTICLE VI.     SHARES OF CAPITAL STOCK.

SECTION 601.    AUTHORITY TO SIGN SHARE CERTIFICATES.

Every share certificate of the Corporation shall be signed by the President, or
the Vice President in the absence of the President, and by the Secretary or one
of the Assistant Secretaries. Certificates may be signed by a facsimile
signature of the President and the Secretary or one of the Assistant Secretaries
of the Corporation.

SECTION 602.    LOST OR DESTROYED CERTIFICATES.

Any person claiming a share certificate to be lost, destroyed or wrongfully
taken shall receive a replacement certificate if such person shall have:

            (a) requested such replacement certificate before the Corporation
has notice that the shares have been acquired by a bona fide purchaser;

            (b) provided the Corporation with an indemnity agreement
satisfactory in form and substance to the Board of Directors, or the President
or Secretary; and

            (c) satisfied any other reasonable requirements (including providing
an affidavit and a surety bond) fixed by the Board of Directors, or the
President or the Secretary.

ARTICLE VII.    GENERAL.

SECTION 701.    FISCAL YEAR.

The fiscal year of the Corporation shall begin on the first (1st) day of January
in each year and end on the thirty-first (31st) day of December in each year.

SECTION 702.    RECORD DATE.

The Board of Directors may fix any time whatsoever (but not more than fifty (50)
days) prior to the date of any meeting of shareholder, or the date for the
payment of any dividend or distribution, or the date for the allotment of
rights, or the date when any change or conversion or exchange of shares will be
made or will go into effect, as a record date for the determination of the
shareholders entitled to notice of, or to vote at, any such meetings, or
entitled to receive payment of any such dividend or distribution, or to receive
any such allotment or rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares.

SECTION 703.    ABSENTEE PARTICIPATION IN MEETINGS.

One (1) or more directors may participate in a meeting of the Board of
Directors, or of a Committee of the Board, by means of a conference telephone,
video conferencing, or similar technologies, by means of which all persons
participating in the meeting can hear each other.



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SECTION 704.    EMERGENCY BYLAWS.

In the event of any emergency resulting from a nuclear attack or similar
disaster, and during the continuance of such emergency, the following Bylaw
provisions shall be in effect, notwithstanding any other provisions of the
Bylaws:

            (a) A meeting of the Board of directors or of any Committee thereof
may be called by any officer or director upon one (1) hour's notice to all
persons entitled to notice whom, in the sole judgment of the notifier, it is
feasible to notify;

            (b) The director or directors in attendance at the meeting of the
Board of Directors or of any Committee thereof shall constitute a quorum; and

            (c) These Bylaws may be amended or repealed, in whole or in part, by
a majority vote of the directors attending any meeting of the Board of
Directors, provided such amendment or repeal shall only be effective for the
duration of such emergency.

SECTION 705.    SEVERABILITY.

If any provision of these Bylaws is illegal or unenforceable as such, such
illegality or unenforceability shall not affect any other provision of these
Bylaws and such other provisions shall continue in full force and effect.

ARTICLE VIII.   AMENDMENT OR REPEAL.

SECTION 801.    AMENDMENT OR REPEAL BY THE BOARD OF DIRECTORS.

These Bylaws may be amended or repealed, in whole or in part, by a majority vote
of members of the Board of Directors at any regular or special meeting of the
Board duly convened. At least ten days prior written notice of the purpose of
the meeting of the Board at which the amendment or repeal is to be considered
shall be given.

SECTION 802.    RECORDING AMENDMENTS AND REPEALS.

The text of all amendments and repeals to these Bylaws shall be attached to the
Bylaws with a notation of the date and vote of such amendment or repeal.

ARTICLE IX.     APPROVAL OF AMENDED BYLAWS AND RECORD OF AMENDMENTS AND APPEALS.

SECTION 901.    APPROVAL AND EFFECTIVE DATE.

These Bylaws have been approved as the Bylaws of the Corporation this 16th day
of March, 1998, and shall be effected as of said date.

SECTION 902.    AMENDMENTS OR REPEALS.

<TABLE>
<CAPTION>
                                    Date Amended              Approved
Section Involved                    or Repealed               By
----------------                    -------------             --------
<S>                                 <C>                       <C>
401, Officers                       March 15, 1999            Board of Directors
402, Chairperson of the Board       March 15, 1999            Board of Directors
</TABLE>