<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002


 [   ]  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 0-30665
--------------------------------------------------------------------------------

                          CNB Financial Services, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as specified in its charter)


       United States of America                        55-0773918
-------------------------------------       ------------------------------------
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
    incorporation or organization)

  101 S. Washington Street, Berkeley Springs, WV                  25411
--------------------------------------------------         ---------------------
    (Address of principal executive offices)                   (Zip Code)

Issuer's telephone number, ( 304 )      258      -       1520
                            -----   ------------   ----------------


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 [ ]

    Indicate the number of shares outstanding of each of the issuer's classes
              of common stock, as of the latest practicable date.

     Common Stock $1 par value, 458,048 shares outstanding as of May 9, 2002

<PAGE>


                         CNB FINANCIAL SERVICES, INC.

                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                     PAGE
<S>                                                                                                  <C>
 PART 1:       FINANCIAL INFORMATION

    Item 1.    Financial Statements

               Consolidated Statements of Financial Condition as of March 31, 2002 (Unaudited)
                  and December 31, 2001................................................................3

               Consolidated Statements of Income for the Three Months ended March 31, 2002
                  and  2001 (Unaudited)................................................................4

               Consolidated Statements of Changes in Shareholders' Equity for the Three
                  Months Ended March 31, 2002 (Unaudited) and the Year Ended December 31, 2001.........5

               Consolidated Statements of Cash Flows for the Three Months
                  Ended March 31, 2002 and 2001 (Unaudited)............................................6

               Notes to Consolidated Financial Statements (Unaudited)..................................7

    Item 2.    Management's Discussion and Analysis of Financial Condition and
                  Results of Operations for the Three Months ended March 31, 2002......................12

    Item 3.    Quantitative and Qualitative Disclosures about Market Risk..............................18


PART II:       OTHER INFORMATION

    Item 1.    Legal  Proceedings......................................................................20

    Item 6.    Exhibits and Reports on Form 8-K........................................................20

               SIGNATURES..............................................................................20
</TABLE>


                           Forward-Looking Statements

         The Private Securities Litigation Reform Act of 1995 indicates that the
disclosure of forward-looking information is desirable for investors and
encourages such disclosure by providing a safe harbor for forward-looking
statements that involve risk and uncertainty. All statements other than
statements of historical fact included in this Form 10-Q including statements in
Management's Discussion and Analysis of Financial Condition and Results of
Operations are, or may be deemed to be, forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. In order to comply with the terms of the safe
harbor, CNB notes that a variety of factors could cause CNB's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in those forward-looking statements. These factors could
include the following possibilities: (1) competitive pressures among depository
and other financial institutions may increase significantly; (2) changes in the
interest rate environment may reduce margins; (3) general economic conditions
may become unfavorable resulting in reduced credit quality or demand for loans;
(4) legislative or regulatory changes; and (5) competitors may have greater
financial resources and develop products that enable them to compete more
successfully than CNB.


                                       2
<PAGE>


               CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                                   MARCH 31,             DECEMBER 31,
                                 ASSETS                              2002                   2001
                                                                -------------           -------------
                                                                 (Unaudited)

<S>                                                             <C>                     <C>
Cash and due from banks                                         $   5,998,929           $  4,229,810
Federal funds sold                                                  4,975,474                     --
Securities available for sale
   (at approximate market value)                                   46,876,039             48,913,329
Federal Home Loan Bank stock, at cost                                 625,500                625,500
Federal Reserve Bank stock, at cost                                   129,650                129,650
Loans and lease receivable, net                                   111,111,569            110,536,744
Accrued interest receivable                                         1,224,659              1,052,620
Foreclosed real estate (held for sale), net                            30,000                 14,898
Premises and equipment, net                                         4,428,666              4,283,625
Deferred income taxes                                                 530,588                225,894
Cash surrender value of life insurance                                882,809                883,533
Intangible assets                                                     102,997                105,168
Other assets                                                          262,543                540,672
                                                                -------------           ------------

         TOTAL ASSETS                                           $ 177,179,423           $171,541,443
                                                                =============           ============


                  LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
   Deposits:
        Demand                                                  $  21,421,445           $ 19,174,111
        Interest-bearing demand                                    25,498,342             24,878,709
        Savings                                                    18,496,459             17,851,684
        Time, $100,000 and over                                    29,806,735             27,450,519
        Other time                                                 65,015,357             65,025,516
                                                                -------------           ------------
                                                                $ 160,238,338           $154,380,539
   Accrued interest payable                                         1,057,372              1,148,437
   Accrued expenses and other liabilities                           1,180,827              1,086,230
                                                                -------------           ------------

         TOTAL LIABILITIES                                      $ 162,476,537           $156,615,206
                                                                -------------           ------------

SHAREHOLDERS' EQUITY
   Common stock, $1 par value; 5,000,000  shares
       authorized; 458,048 shares outstanding                   $     458,048           $    458,048
   Capital surplus                                                  3,863,592              3,863,592
   Retained earnings                                               10,700,399             10,426,618
   Accumulated other comprehensive income                            (319,153)               177,979
                                                                -------------           ------------

         TOTAL SHAREHOLDERS' EQUITY                             $  14,702,886           $ 14,926,237
                                                                -------------           ------------

         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $ 177,179,423           $171,541,443
                                                                =============           ============
</TABLE>

The Notes to Consolidated Financial Statements are an integral part
of these statements.


                                       3
<PAGE>


               CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                 MARCH 31,
                                                     ---------------------------------
                                                         2002                 2001
                                                     ------------           ----------
<S>                                                   <C>                   <C>
INTEREST INCOME
   Interest and fees on loans                         $ 2,210,123           $2,291,219
   Interest and dividends on securities
      United States Treasury securities                      --                    274
      U.S. Government agencies and
         corporations                                     580,003              555,892
      Mortgage backed securities                            4,282                   --
      State and political subdivisions                      7,363                7,362
      Other                                                 8,065               18,270
   Interest on federal funds sold                          13,317               27,402
                                                      -----------           ----------
                                                      $ 2,823,153           $2,900,419
                                                      -----------           ----------
INTEREST EXPENSE
   Interest on interest bearing demand,               $ 1,382,583           $1,469,735
     savings and time deposits
   Interest on federal funds purchased                         --                2,291
                                                      -----------           ----------
                                                      $ 1,382,583           $1,472,026
                                                      -----------           ----------

           NET INTEREST INCOME                        $ 1,440,570           $1,428,393

PROVISION FOR LOAN LOSSES                                  73,000               51,000
                                                      -----------           ----------

           NET INTEREST INCOME AFTER
               PROVISION FOR LOAN LOSSES              $ 1,367,570           $1,377,393
                                                      -----------           ----------

NONINTEREST INCOME
   Service charges on deposit accounts                $   148,202           $   68,202
   Other service charges, commissions
      and fees                                             67,365               56,912
   Insurance commissions                                   25,331               29,289
   Other operating income                                  50,953               17,092
   Net gain on sale of securities                          54,125                  833
   (Loss) on sale of other real estate owned                 (635)                  --
                                                      -----------           ----------
                                                      $   345,341           $  172,328
                                                      -----------           ----------
NONINTEREST EXPENSES
   Salaries                                           $   531,672           $  466,955
   Employee benefits                                      188,227              152,793
   Occupancy of premises                                   77,766               70,658
   Furniture and equipment expense                         87,091               59,024
   Other operating expenses                               422,157              344,875
                                                      -----------           ----------
                                                      $ 1,306,913           $1,094,305
                                                      -----------           ----------

            INCOME BEFORE INCOME TAXES                $   405,998           $  455,416

PROVISION FOR INCOME TAXES                                132,217              160,666
                                                      -----------           ----------

            NET INCOME                                $   273,781           $  294,750
                                                      ===========           ==========

BASIC EARNINGS PER SHARE                              $      0.60           $     0.64
                                                      ===========           ==========
</TABLE>

The Notes to Consolidated Financial Statements are an integral part
of these statements.


                                       4
<PAGE>

                   CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)
<TABLE>
<CAPTION>
                                                                                                  ACCUMULATED
                                                                                                     OTHER            TOTAL
                                                     COMMON         CAPITAL          RETAINED     COMPREHENSIVE    SHAREHOLDERS'
                                                     STOCK          SURPLUS          EARNINGS        INCOME           EQUITY
                                                    ---------      -----------      -----------   -------------    -------------
<S>                                                 <C>            <C>              <C>             <C>            <C>
BALANCE, DECEMBER 31, 2000                          $ 458,048      $ 3,863,592      $ 9,657,422     $(115,244)     $ 13,863,818
                                                                                                                 ------------
Comprehensive income:
   Net income for 2001                                   --               --          1,236,405          --           1,236,405
  Change in unrealized gains
    (losses) on securities
    available for sale (net of tax of $179,718)          --               --               --         293,223           293,223
                                                                                                                   ------------
Total Comprehensive Income                               --               --               --            --           1,529,628
                                                                                                                   ------------
Cash dividends ($1.02 per share)                                                       (467,209)                       (467,209)
                                                    ---------      -----------      -----------     ---------      ------------

BALANCE,  DECEMBER 31, 2001                         $ 458,048      $ 3,863,592      $10,426,618     $ 177,979      $ 14,926,237
                                                                                                                   ------------
Comprehensive income:
   Net income for three months
     ended March 31, 2002                                --               --            273,781          --             273,781
  Change in unrealized gains
    (losses) on securities
    available for sale (net of tax of $304,694)          --               --               --        (497,132)         (497,132)
                                                                                                                   ------------
Total Comprehensive Income                               --               --               --            --            (223,351)
                                                    ---------      -----------      -----------     ---------      ------------

BALANCE,  MARCH 31, 2002                            $ 458,048      $ 3,863,592      $10,700,399     $(319,153)     $ 14,702,886
                                                    =========      ===========      ===========     =========      ============
</TABLE>

The Notes to Consolidated Financial Statements are an integral part
of these statements.



                                       5
<PAGE>

                 CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                      THREE MONTHS ENDED
                                                                                           MARCH 31,
                                                                               ---------------------------------
                                                                                  2002                  2001
                                                                               -----------           -----------
<S>                                                                            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                     $   273,781           $   294,750
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                                                  88,572                57,195
     Provision for loan losses                                                      73,000                51,000
     Net (gain) on sale of securities                                              (54,125)                 (833)
     Loss on sale of real estate owned                                                 635                  --
     (Increase) in accrued interest receivable                                    (172,039)             (110,779)
     Decrease in other assets                                                      353,243                20,422
     (Decrease) increase in accrued interest payable                               (91,065)               43,969
     (Increase) in cash surrender value on life insurance in excess
          of premiums paid                                                          (9,079)              (15,000)
     Increase in accrued expenses and other liabilities                             94,597               132,887
     Amortization of deferred loan (fees) cost                                      19,434                10,401
     Amortization (accretion) of premium and discount on investments                 2,428               (11,244)
                                                                               -----------           -----------
         NET CASH PROVIDED BY OPERATING ACTIVITIES                             $   579,382           $   472,768
                                                                               -----------           -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Net (increase) in loans                                                   $  (717,459)          $(1,605,687)
     Proceeds from sales of securities                                           2,566,067               901,406
     Proceeds from maturities of securities                                      6,750,000             6,700,000
     Purchases of securities                                                    (8,028,906)           (6,246,017)
     Purchases of premises and equipment                                          (270,632)              (45,020)
     Proceeds from sales of other real estate owned, net                            14,263                  --
     Net (increase) in federal funds sold                                       (4,975,474)           (3,819,141)
     Premiums paid on life insurance                                                (5,921)               (5,921)
                                                                               -----------           -----------
         NET CASH (USED IN) INVESTING ACTIVITIES                               $(4,668,062)          $(4,120,380)
                                                                               -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase in demand and savings deposits                                $ 3,511,742           $ 1,120,834
    Net increase in time deposits                                                2,346,057             3,726,874
                                                                               -----------           -----------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                             $ 5,857,799           $ 4,847,708
                                                                               -----------           -----------

         NET INCREASE IN CASH AND CASH EQUIVALENTS                             $ 1,769,119           $ 1,200,096
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                   4,229,810             3,739,854
                                                                               -----------           -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                     $ 5,998,929           $ 4,939,950
                                                                               ===========           ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period:
          Interest                                                             $ 1,473,649           $ 1,426,005
          Income taxes                                                         $      --             $    30,000
     Net transfer to foreclosed real estate, held for sale from loans
            receivable                                                         $    30,000           $      --
</TABLE>

The Notes to Consolidated Financial Statements are an intregral part
of these statements.


                                       6
<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 1.  Formation of Holding Company

                  In March 2000, Citizens National Bank's Board of Directors
         approved the formation of CNB Financial Services, Inc., (CNB) a
         financial services holding company. On August 4, 2000, the shareholders
         of Citizens National Bank approved an agreement and plan of merger
         whereby the Bank became a wholly-owned subsidiary of CNB Financial
         Services, Inc., a newly-formed financial services holding company. On
         the effective date of this reorganization, each bank shareholder
         received two shares of CNB stock for each share of the Bank's common
         stock. The Bank expensed all costs of start-up activities of CNB, and
         the merger was accounted for as a pooling of interest.

Note 2.  Basis of Presentation

                  In the opinion of CNB, the accompanying unaudited consolidated
         financial statements contain all adjustments (consisting of only normal
         recurring accruals) necessary for a fair presentation of CNB financial
         condition as of March 31, 2002 and the results of operations for the
         three months ended March 31, 2002 and 2001 and cash flows for the three
         months ended March 31, 2002 and 2001.

                  The accompanying unaudited financial statements have been
         prepared in accordance with the instructions for Form 10-Q. These
         financial statements should be read in conjunction with the
         consolidated financial statements and the notes included in the CNB's
         Annual Report for the year ended December 31, 2001.






                                       7
<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 3.  Securities Available for Sale

                  The amortized cost and estimated market value of debt
         securities at March 31, 2002 and December 31, 2001 by contractual
         maturity are shown below. Expected maturities will differ from
         contractual maturities because borrowers may have the right to call or
         prepay obligations with or without call or prepayment penalties.

                  Securities available for sale are summarized as follows:
<TABLE>
<CAPTION>
                                                                    MARCH 31, 2002                                  WEIGHTED
                                       --------------------------------------------------------------------          AVERAGE
                                                                 GROSS            GROSS             ESTIMATED         TAX
                                              AMORTIZED        UNREALIZED       UNREALIZED             FAIR         EQUIVALENT
                                                COST             GAINS            LOSSES              VALUE           YIELD
                                             -----------        --------        -----------        -----------       -------
<S>                                          <C>                <C>             <C>                <C>                  <C>
Available for sale:
    U.S. Government agencies
      and corporations
      After 1 but within 5 years             $31,013,555        $ 27,346        $   504,403        $30,536,498          4.69%
      After 5 but within 10 years             13,314,868          68,553             51,073         13,332,348          6.15
                                             -----------        --------        -----------        -----------
                                             $44,328,423        $ 95,899        $   555,476        $43,868,846          5.13
                                             -----------        --------        -----------        -----------

    Mortgage backed securities
      After 5 but within 10 years            $ 2,015,544        $   --          $    35,822        $ 1,979,722          5.20
      Over 10 years                              496,835            --               15,898            480,937          6.00
                                             -----------        --------        -----------        -----------
                                             $ 2,512,379        $   --          $    51,720        $ 2,460,659          5.45
                                             -----------        --------        -----------        -----------

    States and political subdivisions
      After 1 but within 5 years             $   350,000        $    623        $      --          $   350,623          6.75
      After 5 but within 10 years                200,000            --                4,089            195,911          8.02
                                             -----------        --------        -----------        -----------
                                             $   550,000        $    623        $     4,089        $   546,534          7.21
                                             -----------        --------        -----------        -----------

Total securities available for sale          $47,390,802        $ 96,522        $   611,285        $46,876,039          5.18%
                                             ===========        ========        ===========        ===========
</TABLE>




                                       8
<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 3.  Securities Available for Sale (continued)
<TABLE>
<CAPTION>

                                                                    MARCH 31, 2001                                  WEIGHTED
                                       --------------------------------------------------------------------          AVERAGE
                                                                 GROSS            GROSS             ESTIMATED         TAX
                                              AMORTIZED        UNREALIZED       UNREALIZED             FAIR         EQUIVALENT
                                                COST             GAINS            LOSSES              VALUE           YIELD
                                             -----------        --------        -----------        -----------       -------
<S>                                          <C>                <C>             <C>                <C>                  <C>
Available for sale:
    U.S. Government agencies
      and corporations
      Within one year                        $ 1,250,000        $  1,328        $      --          $ 1,251,328          6.63%
      After 1 but within 5 years              29,007,880         116,337        $   151,186        $28,973,031          4.67
      After 5 but within 10 years             17,818,385         327,707              3,568         18,142,524          6.28
                                             -----------        --------        -----------        -----------
                                             $48,076,265        $445,372        $   154,754        $48,366,883          5.27
                                             -----------        --------        -----------        -----------

    States and political subdivisions
      After 1 but within 5 years             $   350,000        $  1,020        $      --          $   351,020          6.75
      After 5 but within 10 years                200,000            --                4,574            195,426          8.02
                                             -----------        --------        -----------        -----------
                                             $   550,000        $  1,020        $     4,574        $   546,446          7.21
                                             -----------        --------        -----------        -----------

Total securities available for sale          $48,626,265        $446,392        $   159,328        $48,913,329          5.30%
                                             ===========        ========        ===========        ===========
</TABLE>

                  The carrying value of securities pledged to secure public
         deposits and for other purposes as required or permitted by law totaled
         $12,668,048 at March 31, 2002 and $12,099,922 at December 31, 2001.

                  Proceeds from sales of securities available for sale
         (excluding maturities) during the three months ended March 31, 2002 and
         the year ended December 31, 2001 were $2,566,067 and $901,406,
         respectively. Gross gains (losses) of $54,125 and $(-0-) during the
         three months ended March 31, 2002 and $7,071 and $(6,238) for the year
         ended December 31, 2001 were realized on the respective sales.



                                       9
<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 4.  Loans and Lease Receivable

                  Major classifications of loans at March 31, 2002 and December
31, 2001, were as follows:

                                         MARCH 31,           DECEMBER 31,
                                           2002                 2001
                                      -------------         -------------
Loans:
  Real estate                         $  68,595,201         $  67,859,963
  Commercial real estate                 12,849,538            12,458,880
  Consumer                               23,155,895            24,197,964
  Commercial                              7,501,766             6,977,624
  Overdrafts                                 75,957                86,694
                                      -------------         -------------
                                      $ 112,178,357         $ 111,581,125

Lease:                                      138,648               139,608
                                      -------------         -------------
                                      $ 112,317,005         $ 111,720,733
Net deferred loan fees, costs,
    premiums and discounts                  168,488               152,971
Allowance for loan losses                (1,373,924)           (1,336,960)
                                      -------------         -------------
                                      $ 111,111,569         $ 110,536,744
                                      =============         =============

         An analysis of the allowance for possible loan losses is as follows:
<TABLE>
<CAPTION>
                                          MARCH 31,                    DECEMBER 31,
                                -------------------------------        ------------
                                   2002                2001                2001
                                -----------         -----------         -----------
<S>                             <C>                 <C>                 <C>
Balance, Beginning              $ 1,336,960         $ 1,216,333         $ 1,216,333
  Provision charged to
    operations                       73,000              51,000             226,000
  Recoveries                          8,793               5,243              29,729
  Loans charged off                 (44,829)            (28,506)           (135,102)
                                -----------         -----------         -----------
Balance, Ending                 $ 1,373,924         $ 1,244,070         $ 1,336,960
                                ===========         ===========         ===========
</TABLE>

                  Loans are placed in nonaccrual status when, in the judgement
         of management, the probability of collection of interest is deemed to
         be insufficient to warrant further accrual. A summary of nonaccrual
         loans is as follows:

                                          MARCH 31,             DECEMBER 31,
                                   -----------------------      ------------
                                     2002            2001           2001
                                   --------        -------        -------
Loans:
  Consumer                         $  6,339        $34,267        $25,173
  Real estate                       165,239           --             --
                                   --------        -------        -------
                                   $171,578        $34,267        $25,173
                                   ========        =======        =======



                                       10
<PAGE>


                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



Note 4.  Loans and Lease Receivable (continued)


                  Proceeds from sale of loans during the three months ended
         March 31, 2002 and the year ended December 31, 2001 were $0. There were
         no gains or losses on sale of loans.

Note 5.  Time Deposits

                  At March 31, 2002, the scheduled maturities of time deposits
         are as follows:

                                  TIME DEPOSITS          ALL TIME
                                $100,000 AND OVER        DEPOSITS
                                -----------------       -----------

Within 3 months                    $ 2,139,321          $ 9,633,497
3 months thru 6 months               1,457,544           10,503,233
6 months thru 12 months              9,360,002           24,785,030
Over 12 months                      16,849,868           49,900,332
                                   -----------          -----------
                                   $29,806,735          $94,822,092
                                   ===========          ===========

Note 6.  Shareholders' Equity

                  On August 31, 2000, CNB became a one-bank holding company by
         merger with the Bank, and the shareholders received two shares of CNB
         stock with a $1 par value for each share of Bank stock with a $10 par
         value. Common stock, capital surplus and retained earnings have been
         restated to reflect the change in par value and the shares issued due
         to the formation of CNB.

                  All references in the accompanying consolidated financial
         statements and notes to per share amounts have been restated to reflect
         shares issued in the acquisition of the Bank by CNB. Basic earnings and
         dividends per share have been computed based on 458,048 weighted
         average number of shares outstanding in 2001 and 2000.

Note 7.  New Branch

                  On April 20, 2001, the Bank purchased a parcel of land in
         Berkeley County, West Virginia for $450,000 to construct a new branch
         facility. The Bank leased a parcel of land adjacent to the purchased
         land and rented a temporary facility in which to conduct business while
         the permanent bank building was under construction. The temporary
         facility opened for business in August 2001. Construction on the
         permanent facility began in September 2001 and was completed in March
         2002. On March 18, 2002, the temporary facility was closed and the new
         branch building was occupied.




                                       11
<PAGE>

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

GENERAL

                  CNB Financial Services, Inc. ("CNB" or the "Company") was
         organized under the laws of West Virginia in March 2000 at the
         direction of the Board of Directors of Citizens National Bank (the
         "Bank") for the purpose of becoming a financial services holding
         company. The Company's primary function is to direct, plan and
         coordinate the business activities for the Bank and its subsidiary. We
         refer to the Company and its subsidiary as "CNB".

                  On August 31, 2000, the Bank, via merger, became a
         wholly-owned subsidiary of the Company and the shareholders of the Bank
         became shareholders of the Company. Each Bank shareholder received two
         shares of the Company stock for each share of the Bank's common stock.
         The merger was accounted for as a pooling of interests.

                  The Bank was organized on June 20, 1934, and has operated in
         Berkeley Springs, Morgan County, West Virginia, as a national banking
         association continuously since that time. The Bank is a full-service
         commercial bank conducting general banking and trust activities through
         three full-service offices and four automated teller machines located
         in Morgan and Berkeley Counties, West Virginia. The Bank formed CNB
         Insurance Services, Inc., a wholly owned subsidiary, which is a
         property and casualty insurance agency selling primarily personal lines
         of insurance.

                  The Bank purchased a parcel of land in Berkeley County, West
         Virginia on April 20, 2001 for $450,000 to construct a new branch
         facility. The Bank leased a parcel of land adjacent to the purchased
         land and rented a temporary facility in which to conduct business while
         the permanent bank building was under construction. The temporary
         facility opened for business in August 2001. Construction on the
         permanent facility began in September 2001 and was completed in March
         2002. On March 18, 2002, the temporary facility was closed, and the new
         branch building opened.

                  The following discussion and analysis presents the significant
         changes in financial condition and results of operations of CNB for the
         three months ended March 31, 2002 and 2001. This discussion may include
         forward-looking statements based upon management's expectations. Actual
         results may differ. We have rounded amounts and percentages used in
         this discussion and have based all average balances on monthly
         averages.

EARNINGS SUMMARY

                  Net income for the three months ended March 31, 2002 was
         $274,000, or $0.60 per share compared to $295,000 or $0.64 per share
         for the same period in 2001. Annualized return on average assets and
         average equity were .62% and 7.23% respectively, for the three months
         ended March 31, 2002, compared with .77% and 8.23%, respectively, for
         the three months ended March 31, 2001.

NET INTEREST INCOME

                           Net interest income represents the primary component
         of CNB's earnings. It is the difference between interest and fee income
         related to earning assets and interest expense incurred to carry
         interest-bearing liabilities. Changes in the volume and mix of interest
         earning assets and interest bearing liabilities, as well as changing
         interest rates impact net interest income. To manage these changes,
         their impact on net interest income and the risk associated with them,
         CNB utilizes an ongoing asset/liability management program. This
         program includes analysis of the difference between rate sensitive
         assets and rate sensitive liabilities, earnings sensitivity to rate
         changes, and source and use of funds. A discussion of net interest
         income and the factors impacting it is presented below.

                  Net interest income for the three months ended March 31, 2002
         increased by $12,000 or .9% over the same period in 2001. Interest
         income for the three months ended March 31, 2002 decreased by $77,000
         or 2.7% compared to the same period in 2001, while interest expense



                                       12
<PAGE>

         decreased by $89,000 or 6.1% during the three months ended March 31,
         2002, as compared to the same period in the prior year.

                  During the first quarter of 2002 compared to the same period
         in 2001, average net interest earning assets increased $2.3 million or
         12.9% resulting in increased net interest income. However, CNB
         experienced a 49 basis point decrease in the net interest margin. The
         121 basis point decrease in rates earned on average interest earning
         assets offset by a 90 basis point decrease in rates paid on average
         interest bearing liabilities contributed to the decrease in the net
         interest margin. See Table 1 - Distribution of Assets, Liabilities, and
         Shareholders' Equity; Interest Rates and Interest Differential.

                  Increased net interest income for the three month period is
         attributable to a significantly higher level of net interest earning
         assets offset by a decrease in the net interest margin. During 2001 and
         into the first quarter of 2002, the Bank enjoyed substantial deposit
         growth but slower loan growth resulting in a lower loan to deposit
         ratio. Management continued to fund the loan growth with deposits and
         the excess deposit growth was invested in high quality US government
         agency securities or overnight federal funds. Due to the slower loan
         demand, the Bank has experienced a shift in the asset mix from higher
         yielding loans to a greater emphasis in lower yielding overnight
         federal funds and investment securities. Although the average balance
         on federal funds sold, investment securities and loans increased, total
         interest earned decreased due to a decrease in the average rates earned
         on interest earning assets. Although the average balance on all
         interest bearing liabilities increased, total interest expense
         decreased due to a decrease in the average rates paid on all interest
         bearing liabilities.

                  The net interest margin is impacted by the change in the
         spread between yields on earning assets and rates paid on interest
         bearing liabilities.



                                       13
<PAGE>

     TABLE 1. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
                    INTEREST RATES AND INTEREST DIFFERENTIAL

<TABLE>
<CAPTION>
                                                            MARCH 31, 2002                           MARCH 31, 2001
                                                  ----------------------------------         -------------------------------
                                                     QTR                                      QTR
                                                   AVERAGE          QTR       YIELD/         AVERAGE       QTR       YIELD
                                                   BALANCE        INTEREST    RATE           BALANCE    INTEREST     RATE
                                                   -------        --------    ----           -------    --------     ----
                                                                         (IN THOUSANDS OF DOLLARS)
<S>                                               <C>             <C>             <C>        <C>           <C>         <C>
Interest earning assets:
  Federal funds sold                              $   3,195       $    13      1.63%         $  2,415     $    27      5.49%
  Securities:
    Taxable                                          48,378           596      4.93            35,518         578      6.51
    Tax-exempt (1)                                      297             4      8.16               306           4      7.92
  Loans (net of unearned interest) (2)(5)(6)        112,477         2,140      7.61           105,909       2,240      8.46
                                                  ---------------------------------          ------------------------------
      Total interest earning assets (1)           $ 164,347       $ 2,753      6.70%         $144,148     $ 2,849      7.91%
                                                  ----------------------------------         ------------------------------

Nonearning assets:
  Cash and due from banks                         $   5,018                                  $  3,917
  Bank premises and equipment, net                    4,381                                     3,155
  Other assets                                        2,450                                     2,211
  Allowance for loan losses                          (1,368)                                   (1,234)
                                                  ---------                                  --------
      Total assets                                $ 174,828                                  $152,197
                                                  =========                                  ========

Interest bearing liabilities:
  Savings deposits                                $  18,021       $    41      0.91%         $ 16,004     $    78      1.95%
  Time deposits                                      93,962         1,248      5.31            80,281       1,224      6.10
  NOW accounts                                       20,734            78      1.50            18,569         141      3.04
  Money market accounts                               5,125            16      1.25             4,926          27      2.19
  Borrowings                                           --              --                         177           2      4.52
                                                  ------------------------------------       ------------------------------
      Total interest bearing liabilities          $ 137,842       $ 1,383      4.01%         $119,957     $ 1,472      4.91%
                                                  ------------------------------------       ------------------------------
Noninterest bearing liabilities:
  Demand deposits                                 $  19,988                                  $ 16,255
  Other liabilities                                   1,961                                     1,834
  Shareholders' equity                               15,037                                    14,151
                                                  ---------                                 ---------
      Total liabilities and
         shareholders' equity                     $ 174,828                                 $ 152,197
                                                  =========                                 =========
                                                                  --------                                -------
Net interest income (1)                                           $  1,370                                $ 1,377
                                                                  ========                                =======

Net interest spread (3)                                                        2.69%                                   3.00%
                                                                               ====                                    ===

Net interest income to average
   interest earning assets (1)                                                 3.33%                                   3.82%
                                                                               ====                                    ====
</TABLE>


(1) Yields are expressed on a tax equivalent basis using a 34% tax rate.
(2) For the purpose of these computations, nonaccruing loans are included in
    the amounts of average loans outstanding.

(3) Net interest spread is the difference between the weighted average yield
    on interest-earning assets and the weighted average cost of interest-bearing
    liabilities.
(4) Yields/Rates are expressed on annualized basis.
(5) Interest income on loans excludes fees of $70,000 in 2002 and $51,000 in
    2001.
(6) Interest income on loans includes fees of $46,865 in 2002 and $47,989 in
    2001 from the Business Manager Program, student loans and lease
    receivables.




                                       14
<PAGE>

         PROVISION FOR LOAN LOSSES

                  The amount charged to provision for loan losses is based on
         management's evaluation of the loan portfolio. Management determines
         the adequacy of the allowance for loan losses, based on past loan loss
         experience, current economic conditions and composition of the loan
         portfolio. The allowance for loan losses is the best estimate of
         management of the probable losses which have been incurred as of a
         balance sheet date.

                  The provision for loan losses is a charge to earnings which is
         made to maintain the allowance for loan losses at a sufficient level.
         The provision for loan losses for the three months ended March 31,
         2002, and March 31, 2001, amounted to $73,000 and $51,000,
         respectively. Loan quality remains stable and past due and nonaccruals
         are minimal. Management believes the allowance for loan losses is
         adequate and is not aware of any information relating to the loan
         portfolio which it expects will materially impact future operating
         results, liquidity or capital resources. In addition, federal
         regulators may require additional reserves as a result of their
         examination of the bank. See "Nonperforming Assets and Allowance for
         Loan Losses" for further discussion.

         NONINTEREST INCOME

                  Noninterest income for the three months ended March 31, 2002
         increased $173,000 or 100.4% to $345,000 from $172,000 in the first
         quarter of 2001. The Bank began offering a new service to checking
         deposit account holders in April 2001. Bounce Protection is a form of
         overdraft protection which enables the customer to have their
         insufficient funds checks paid instead of returned. The customer is
         charged a fee for each check paid. Fees generated from the Bounce
         Protection program, debit cards and gain on sale of securities were the
         primary reasons for the increase in noninterest income. Another factor
         contributing to the increase in noninterest income was in March 2002,
         one of the Bank's Board of Directors passed away and the Bank was the
         beneficiary of a life insurance policy on the director. The Bank
         expects to receive $43,012 in a death benefit, $21,645 of which was
         recorded in assets as cash surrender value. The difference of $21,367
         is reflected in other operating income.

         NONINTEREST EXPENSES

                  Noninterest expenses for the three months ended March 31,
         2002, increased $213,000 or 19.4% primarily due to increases in
         salaries and benefits, furniture, fixtures and equipment expenses and
         other operating expenses. Salaries and employee benefits increased due
         to normal recurring merit increases, increased health insurance costs
         and additional hiring for the south Martinsburg branch facility. Higher
         advertising, postage, telephone, ATM expenses and expenses associated
         with the Bounce Protection program accounted for the increase in other
         operating expenses. The increase in furniture and equipment expense was
         due to an increase in depreciation expense related to furniture and
         equipment acquired for the new south Martinsburg branch.

         INCOME TAXES

                  The Bank's provision for income taxes decreased $28,000 or
         17.7% to $132,000 for the three months ended March 31, 2002. The
         effective tax rates for the first quarter of 2002 and 2001 were 32.7%
         and 35.3%. The Bank's lower effective tax rate for the first quarter of
         2002 compared to the first quarter of 2001, is due to an increase in
         nontaxable income, principally life insurance proceeds. The decrease in
         the income tax provision in 2002 is attributable to lower taxable
         income. The Bank's income tax expense differs from the amount computed
         at statutory rates primarily due to the tax-exempt earnings from
         certain investment securities.




                                       15
<PAGE>
         FINANCIAL CONDITION

                  The Bank's total assets increased $5.6 million or 3.3% to
         $177.2 million from December 31, 2001, to March 31, 2002, due primarily
         to a $5.0 million increase in federal funds sold, a $575,000 increase
         in loans, a $1.8 million increase in cash and due from banks and a
         $305,000 increase in deferred income taxes, which was partially offset
         by a $2.0 million decrease in investment securities. The Bank's total
         liabilities increased $5.9 million or 3.7% to $162.5 million at March
         31, 2002, consisting entirely of deposit growth, which increased to
         $160.2 million. Shareholders' equity decreased $223,000 to $14.7
         million at March 31, 2002, primarily due to net income of $274,000
         offset by a $497,000 decrease in accumulated other comprehensive
         income. The only component of accumulated other comprehensive income at
         March 31, 2002, was unrealized gains and losses on available for sale
         securities, net of deferred income taxes. The unrealized gains and
         losses are primarily a function of available market interest rates
         relative to the yield being generated on the available for sale
         portfolio. No earnings impact results, however, unless the securities
         are actually sold.

         LOAN PORTFOLIO

                  At March 31, 2002, total loans increased $575,000 or .5% to
         $111.1 million from $110.5 million at December 31, 2001. The loan mix
         did not change in any material respect compared with December 31, 2001.
         The loan portfolio increase is the result of new mortgage loans and new
         commercial floor plan loans. The Bank feels additional growth in all
         lending areas is possible during the remainder of 2002.


         NONPERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

                   Nonperforming assets consist of nonaccrual loans, loans which
         are past due 90 days or more and still accruing interest, restructured
         loans and other real estate owned. The following table summarized the
         Bank's nonperforming assets as of the periods shown:
<TABLE>
<CAPTION>
                                                         MARCH 31,                 DECEMBER 31,
                                               ---------------------------        -------------
                                                 2002               2001               2001
                                               --------           --------           --------
<S>                                            <C>                <C>                <C>
 Nonaccrual loans                              $171,578           $ 34,267           $ 25,173

 Loans past due 90 days or more
    still accruing interest                     125,861            205,939            449,675
                                               --------           --------           --------
 Total nonperforming loans                     $297,439           $240,206           $474,848
                                               --------           --------           --------

 Other real estate owned                       $ 30,000           $   --             $ 14,899
                                               --------           --------           --------

 Total nonperforming assets                    $327,439           $240,206           $489,747
                                               ========           ========           ========

 Nonperforming loans/Total loans                   0.27%              0.23%              0.43%
 Nonperforming assets/Total assets                 0.18%              0.15%              0.29%
Allowance for loan losses/Total loans              1.24%              1.17%              1.21%
</TABLE>

                  As of March 31, 2002, the Bank has no loans which management
         considers to be impaired. Management is aware of two commercial loans
         with aggregate uninsured balances of $280,739 which the borrowers have
         exhibited weaknesses. A specific allowance of $50,000 related to these
         loans has been established as part of the allowance for loan losses.
         The loans are collateralized and management anticipates any additional
         potential loss would be minimal.



                                       16
<PAGE>
                  The allowance for loan losses is the best estimate by
         management of the probable losses which have been incurred as of a
         balance sheet date. Management makes this determination quarterly by
         its analysis of overall loan quality, changes in the mix and size of
         the loan portfolio, previous loss experience, general economic
         conditions, information about specific borrowers and other factors. The
         Bank's methodology for determining the allowance for loan losses
         established both an allocated and an unallocated component. The
         allocated portion of the allowance represents the results of analyses
         of individual loans that the Bank monitors for potential credit
         problems and pools of loans with the portfolio. Management bases the
         allocated portion of the allowance for loans principally on current
         loan risk ratings, historical loan loss rates adjusted to reflect
         current conditions, as well as analyses of other factors that may have
         affected the collectibility of loans in the portfolio. The Bank
         analyzes all commercial loans it is monitoring as potential credit
         problems to determine whether those loans are impaired, with impairment
         measured by reference to the borrowers' collateral values and cash
         flows.

                  The unallocated portion of the allowance for loan losses
         represents the results of analyses that measure probable losses
         inherent in the portfolio that are not adequately captured in the
         allocated allowance analyses. These analyses include consideration of
         unidentified losses inherent in the portfolio resulting from changing
         underwriting criteria, changes in the types and mix of loans
         originated, industry concentrations and evaluations, allowance levels
         relative to selected overall credit criteria and other economic
         indicators used to estimate probable incurred losses. At March 31,
         2002, and December 31, 2001, the allowance for loans losses totaled
         $1.3 million. The allowance for loans losses as a percentage of loans
         was 1.22% and 1.20% as of March 31, 2002 and December 31, 2001.

                  An analysis of the allowance for loan losses is summarized
         below:
<TABLE>
<CAPTION>
                                              MARCH 31,                       DECEMBER 31,
                                  ---------------------------------           ------------
                                     2002                  2001                  2001
                                  -----------           -----------           -----------

<S>                               <C>                   <C>                   <C>
Balance, Beginning                $ 1,336,960           $ 1,216,333           $ 1,216,333
    Provision charged to
        operations                     73,000                51,000               226,000
    Recoveries                          8,793                 5,243                29,729
    Loans charged off                 (44,829)              (28,506)             (135,102)
                                  -----------           -----------           -----------
Balance, Ending                   $ 1,373,924           $ 1,244,070           $ 1,336,960
                                  ===========           ===========           ===========
</TABLE>


                  An analysis of the allocation of allowance for loan losses is
         summarized below:
<TABLE>
<CAPTION>
In thousands                             MARCH 31,                    DECEMBER 31,
                                ------------------------      ---------------------------
                                           2002                           2001
                                ------------------------      ---------------------------
                                             PERCENT OF                     PERCENT OF
                                           LOANS IN EACH                   LOANS IN EACH
                                            CATEGORY TO                     CATEGORY TO
                                AMOUNT      TOTAL LOANS       AMOUNT        TOTAL LOANS
                                ------      ------------      ------       -------------
<S>                             <C>               <C>         <C>                 <C>
Commercial, financial
  and agriculture               $  315            7%          $  363              6%
Real estate - mortgage             283           72              294             72
Installment and other              391           21              370             22
Uallocated                         385          N/A              310            N/A
                                ------          ---           ------            ---
       Total                    $1,374          100%          $1,337            100%
                                ======          ===           ======            ===
</TABLE>


                                       17
<PAGE>

         DEPOSITS

                  The Bank's deposits increased $5.9 million or 3.8% during the
         three months ended March 31, 2002. The Bank has experienced a slight
         change in the deposit account mix during the first three months of
         2002. Steady growth continues in interest-bearing demand and savings
         deposits. The Bank has experienced significant growth in
         noninterest-bearing deposits and rate sensitive jumbo certificate of
         deposits during the first three months of 2002. The increase in
         noninterest-bearing deposits is primarily due to the influx of accounts
         at the south Martinsburg Branch. The increase in jumbo certificates of
         deposit is primarily due to the continued growth in the 36-month
         Ultimate Certificate of Deposit. The Bank's 36-month Ultimate
         Certificate of Deposit allows the customer to withdraw all or a portion
         of the CD on the first or second year anniversary date without penalty.
         Deposits may also be made to this CD at any time.

         CAPITAL RESOURCES

                  Shareholders' equity decreased $223,000 or 1.5% during the
         first three months of 2002 due to $274,000 in net income partially
         offset by a decrease in accumulated other comprehensive income of
         $497,000. The Bank is subject to regulations of the Office of the
         Comptroller of the Currency that impose certain minimum regulatory
         capital requirements. Under each measure, the Bank was substantially in
         excess of the minimum regulatory requirements, and, by definition was
         "well capitalized" at March 31, 2002. The following table summarized,
         as of March 31, 2002, the Bank's capital ratios.
<TABLE>
<CAPTION>
                                                  Components            Actual         Required
                                                  of Capital            Ratio           Ratio
                                                  ----------            -----          -------
         <S>                                       <C>                    <C>            <C>
         Tier 1 Capital                            $15,015                8.6%           4.0%
         Total Risk Based Capital                  $16,275               16.0%           8.0%
</TABLE>

         ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

                  Market risk is the exposure to economic loss that arises from
         changes in the values of certain financial instruments. The types of
         market risk exposures generally faced by banking entities include
         interest rate risk, equity market price risk, foreign currency risk and
         commodity price risk. Due to the nature of its operations, only equity
         market price risk and interest rate risk are significant to the bank.

                  The objective of the Bank's liquidity management program is to
         ensure the continuous availability of funds to meet the withdrawal
         demands of depositors and the credit needs of borrowers. The basis of
         the Bank's liquidity comes from the stability of its core deposits.
         Liquidity is also available through the available for sale securities
         portfolio and short-term funds such as federal funds sold. At March 31,
         2002, these totaled $51.9 million, or 29.3% of total assets. In
         addition, liquidity may be generated through loan repayments and over
         $7.0 million of available borrowing arrangements with correspondent
         banks. At March 31, 2002, management considered the Bank's ability to
         satisfy its anticipated liquidity needs over the next twelve months.
         Management believes that the Bank is well positioned and has ample
         liquidity to satisfy these needs. The Bank generated $579,000 of cash
         from operations in the first quarter of 2002, which compares to
         $473,000 during the same time period in 2001. Additional cash of $5.9
         million was generated through net financing activities through March
         31, 2002, which compares to $4.8 million for the first quarter of 2001.
         These proceeds along with proceeds from the sales and maturities of
         investment securities were used to fund loans and purchase securities
         during each year. Net cash used in investing activities totaled $4.7
         million during the first quarter of 2002 compared to $4.1 million
         during the same time period in 2001. Details on both the sources and
         uses of cash are presented in the Consolidated Statements of Cash Flows
         contained in the financial statements.

                  The objective of the Bank's interest rate sensitivity
         management program, also known as asset/liability management, is to
         maximize net interest income while minimizing the risk of



                                       18
<PAGE>

         adverse effects from changing interest rates. This is done by
         controlling the mix and maturities of interest sensitive assets and
         liabilities. The Bank has established an asset/liability committee for
         this purpose. Daily management of the Bank's sensitivity of earnings to
         changes in interest rates within the Bank's policy guidelines are
         monitored by using a combination of off-balance sheet and on-balance
         sheet financial instruments. The Bank's Chief Executive Officer, Senior
         Lending Officer and the Chief Financial Officer monitor day to day
         deposit flows, lending requirements and the competitive environment.
         Rate changes occur within policy guidelines if necessary to minimize
         adverse effects. Also, the Bank's policy is intended to ensure the Bank
         measures a range of rate scenarios and patterns of rate movements that
         are reasonably possible. The Bank measures the impact that 200 basis
         point changes in rates would have on earnings over the next twelve
         months.

                  In analyzing interest rate sensitivity for policy measurement,
         the Bank compares its forecasted earnings in both a "high rate" and
         "low rate" scenario to a base-line scenario. The Bank's base-line
         scenario is its estimated most likely path for future short-term
         interest rates over the next 12 months. The "high rate" and "low rate"
         scenarios assumes a 100 and 200 basis point increases or decreases in
         the prime rate from the beginning point of the base-line scenario over
         the most current 12-month period. The Bank's policy limit for the
         maximum negative impact on earnings resulting from "high rate" or "low
         rate" scenarios is 10 percent. The policy measurement period is 12
         months in length, beginning with the first month of the forecast.

                  The Bank's base-line scenario holds the prime rate constant at
         4.75 percent through March 2003. Based on the April 2002 outlook, if
         interest rates increased or decreased by 200 basis points, the model
         indicates that net interest income during the policy measurement period
         would be affected by less than 10 percent, in both an increasing or
         decreasing interest rate scenario.




                                       19
<PAGE>

                           PART II: OTHER INFORMATION

Item 1:  Legal Proceedings

         None; however, CNB is involved in various legal proceedings occurring
         in the ordinary course of business. There are no material legal
         proceedings to which CNB or its subsidiary is a part, or to which any
         of their property is subject.

Item 6:  Exhibits and Reports on Form 8-K

         None



                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


   CNB Financial Services, Inc.
   ----------------------------
         (Registrant)



   Date    May 10, 2002                /s/ Rebecca S. Brock, Vice President/CFO
         ----------------              -----------------------------------------


   Date    May 10, 2002                /s/ Thomas F. Rokisky, President/CEO
         ----------------              -----------------------------------------


                                       20