UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): April 21, 2009


                               CNB FINANCIAL CORP.
                               -------------------
             (Exact name of registrant as specified in its charter)

        Massachusetts                  0-51685               20-3801620
        -------------                  -------               ----------
(State or other jurisdiction of      (Commission            (IRS Employer
 incorporation or organization)      File Number)          Identification No.)


33 Waldo Street, P.O. Box 830, Worcester, MA                01613-0830
---------------------------------------------               ----------
(Address of principal executive offices)                    (Zip Code)

                                 (508) 752-4800
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




ITEM 5.02     DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
              APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
              CERTAIN OFFICERS.

              (b)   On April 21, 2009, William M. Mahoney provided notice to CNB
Financial Corp. (the "Company") and Commonwealth National Bank (the "Bank") that
he would be resigning as Chief Financial Officer of the Company and the Bank,
effective on May 15, 2009.








                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       CNB Financial Corp.




Date: April 27, 2009                   By: /s/ Charles R. Valade
                                           -------------------------------------
                                           Charles R. Valade
                                           President and Chief Executive Officer