8-K

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): July 17, 2008

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, PO 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.

On July 17, 2008, the Board of Directors of CNB Financial Corp. (the “Company”) appointed Paula A. Aiello and Thomas J. Wickstrom to the Board of Directors of the Company.  Ms. Aiello will serve on the Audit Committee of the Company. Mr. Wickstrom will serve on both the Audit Committee and the Compensation Committee of the Company.  The Board of Directors did not select Ms. Aiello or Mr. Wickstrom pursuant to any arrangements or understandings between either of Ms. Aiello or Mr. Wickstrom and the Company or any other person.  There are no material transactions between either of Ms. Aiello or Mr. Wickstrom and the Company or any other person.

A copy of the press release announcing the director appointments is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.

(a)           Financial Statements of Businesses Acquired:  Not applicable

(b)           Pro Forma Financial Information:  Not applicable

(c)           Shell Company Transactions:  Not applicable

(d)           Exhibits

Number                                Description

99.1                                Press Release dated July 22, 2008

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:  July 22, 2008	By: /s/ William M. Mahoney
	William M. Mahoney
	Treasurer and Chief Financial Officer

EX-99.1

  Media Contact: Ruthann Baler Commonwealth Creative Associates (508) 620-6664 ruthannb@commcreative.com   Bank Contact: Andrea White (508) 793-8368

CNB ELECTS TWO MEMBERS TO BOARD OF DIRECTORS

WORCESTER, Mass. — July 22, 2008 — CNB Financial Corp., (OTCBB:CFNA), the parent company for Commonwealth National Bank (Commonwealth), announced today Paula A. Aiello of Shrewsbury and Thomas J. Wickstrom of Whitinsville have been elected to its Board of Directors. Both have been members of CNB’s Advisory Board; Wickstrom served as its first chairman from June 2007 to present.

“We are pleased to welcome two outstanding members of the business community to our Board of Directors who bring exceptional professional experience and a strong commitment to civic involvement,” said Charles R. Valade, President and CEO of CNB.

Paula A. Aiello is Chief Financial Officer, Vice President of Administration for Youth Opportunities Upheld, Inc. of Worcester. She serves on the audit, finance, and investment committees for the organization. A certified public accountant, Aiello brings to CNB extensive experience in auditing banks as well as knowledge in financial and information technology operations and Sarbanes-Oxley compliance. She is a member of the Massachusetts Society of Certified Public Accountants, the American Institute of Certified Public Accountants, and the Central Massachusetts Financial Executives Organization. She received a BA in business administration from Bryant University where she graduated Magna Cum Laude.

Thomas J. Wickstrom is a partner in the law firm of Tashjian, Simsarian, & Wickstrom in Worcester, Whitinsville, and Grafton.  He holds a JD from Western New England College School of Law and a BS in business administration from the University of Massachusetts-Amherst Isenberg School of Management. He is past president and member of the Uxbridge Rotary Club, a corporator for the Greater Worcester Community Foundation, an executive committee member of the Worcester County Bar Association, and a member of the Town of Northbridge Master Plan Committee.

About CNB Financial Corp. and Commonwealth National Bank

Commonwealth National Bank, a wholly-owned subsidiary of CNB Financial Corp., opened its doors in December 2001. It was the first new bank started in the Worcester area in more than 15 years. Recognized for its personalized service, state-of-the art products and experienced bankers, Commonwealth offers branches in Worcester at 33 Waldo Street, One West Boylston Street and 1393 Grafton Street, as well as at 564 Main Street in Shrewsbury, 701 Church Street in Northbridge and 26 West Boylston Street in West Boylston, Massachusetts. For more information about Commonwealth National Bank and CNB Financial Corp., including detailed financial information, please visit: www.commonwealthworcester.com

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Certain statements in this press release, including statements regarding the anticipated development and expansion of the Bank’s business, and the intent, belief or current expectations of the Company, its directors or its officers, are “forward-looking” statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.