8-K

                       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)
                                October 24, 2000



                            CNB FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its Charter)



       Pennsylvania                 2-88511                   23-2908963

(State or other jurisdiction     (SEC File No.)             (IRS Employer
     of incorporation)                                  Identification Number)


                              County National Bank
                              1 South Second Street
                                    PO Box 42
                         Clearfield, Pennsylvania 16830
                    (Address of principal executive offices)



      Registrant's telephone number, including area code: (814) 765-9621


Item 5.  Other Events

     On October 24, 2000, CNB Financial Corporation announced the retirement of
James P. Moore as President and CEO. Mr. Moore has served County National Bank
and the Corporation since 1951 and has been in his current position since 1991.
William F. Falger will succeed him in his role as President and CEO of the
Corporation. Mr. Falger is currently Executive Vice President of the Corporation
and President and CEO of County National Bank. He has served in those roles
since 1995 for the Corporation and 1993 for the Bank.




Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits


(a)      Financial Statements:  None

(b)      Exhibits:

          99     Press Release Announcing: James P. Moore to retire from County
                 National Bank after nearly a half-century of service,
                 leadership.



SIGNATURES


         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 Corporation



Date: October 24, 2000                  By: /s/ Joseph B. Bower, Jr.
                                            ------------------------
                                                Joseph B. Bower, Jr.
                                                Treasurer

                                       2

EX-99

                                                                      Exhibit 99

NEWS RELEASE

                                                      Contact:  Leanne Kassab
                                                                Marketing Dept.
                                                                814-765-9621

                                                    FOR IMMEDIATE RELEASE

JAMES P. MOORE TO RETIRE FROM COUNTY NATIONAL BANK AFTER NEARLY HALF A CENTURY
OF SERVICE, LEADERSHIP

CLEARFIELD, PENNSYLVANIA October, 2000

The Board of Directors of CNB Financial Corporation and County National Bank
announce the retirement of James P. Moore, effective December 31, 2000,
following 49 years of distinguished service to the organization.  Mr. Moore will
be succeeded in his role as President and CEO of the Corporation by William F.
Falger, Executive Vice President.

"The most important and rewarding aspects of this career are the growth and
development of County National Bank and CNB Financial Corporation."  Mr. Moore
went on to say, "In 1951, assets were $10 million; today they total $560
million; capital was $1 million, now $48 million; and staff members were 20 in
number, and now over 200.  Also, Trust assets have grown to $190 million.  Until
1952, CNB was a single unit bank, now 20 offices serve our many customers in 6
counties, along with the Internet.  Next are the many friends, associates and
colleagues whom I have met over these 5 decades."

Mr. Moore's career began with County National Bank in June of 1951 as a part-
time messenger.  After graduation from high school, he took the position on a
full-time basis.  In November, 1953, Mr. Moore advanced to teller and then
transferred to the loan collection department in 1955.  In 1957 he transferred
to the loan department; became branch office manager of the North Second Street
office in 1959; was promoted to Assistant Cashier, where he served as platform
officer in 1960; and advanced to Vice President in 1973, with primary
responsibilities of personal and commercial lending, branch administration,
public relations and advertising.  In February, 1982, he was designated as
manager of bank operations and Vice President, assuming the responsibilities of
Chief Financial Officer.  In April, 1982, he was voted to the County National
Bank Board of Directors and elected Bank President and Chief Executive Officer,
serving as President until 1991.

Mr. Moore was elected the first President of CNB Financial Corporation and was
an organizing director of the Corporation, a bank holding company, to acquire
ownership of the County National Bank in September, 1983; and, in March, 1991,
he was appointed Chairman of County National Bank and was retained as President
and CEO of CNB Financial Corporation.

A native of Clearfield, Mr. Moore graduated from St. Francis High School in
1953. He later attended the Stonier Graduate School of Banking at Rutgers
University. During his career, Mr. Moore further expanded his banking knowledge
through courses offered by the American Institute of Banking and various other
bank related schools.






Mr. Moore maintained many affiliations with banking organizations throughout the
years.  These include the Clearfield County Banker's Association, Independent
Bankers Association of Pennsylvania and the American Institute of Banking.
Chairing and serving on several committees and councils of the Pennsylvania
Bankers Association, he has been a member of its Education & Training Council,
its Government Relations Council and, currently, its State Lending Advisory Unit
as well as past Chairman of the Lending Conference and the Agency Relations
Committee.  With the American Bankers Association, he has been a member of its
Education Policy and Development Council and Stonier Graduate School of Banking
Task Force, as well as delegate to ABA's Leadership Conference and the Alumni
Council.

Mr. Moore and his wife, Audrey, met at County National Bank and have been
married for 45 years; they have three children and six grandchildren.  Their
children are Janice Moore Boyer, who resides in Clearfield; Robert J. Moore, who
resides in Erie, PA; and Laura M. Roth, who resides in Frankfurt, Germany.

Mr. Moore has upheld a CNB tradition of civic and community service.  Currently,
he is a member of the Penn State University DuBois Campus Advisory Board for the
DuBois Educational Foundation and trustee for the St. Francis Educational
Endowment Fund.  He serves on the Board of Directors for the Clearfield Area
Health Services Corporation, parent board of Clearfield Hospital, and has served
on the Executive Committee of the Clearfield Industrial Foundation now for 20
years.  As organizer, Director and Vice President of the Clearfield Educational
Foundation, Mr. Moore has been instrumental in the development of Lock Haven
University's Clearfield Campus.  Former involvements also include Boy Scouts,
Cub Scouts, Y.M.C.A., Clearfield Area Jaycees, Chamber of Commerce and Area
Industrial Development, past President and 10-year member of the Clearfield Area
School Board, Director of the Clearfield-Curwensville Country Club, Co-
Chairperson for the Shaw Public Library Building Project and Clearfield
Education Foundation fund drives.  He has also been a member of the Benevolent &
Protective Order of Elks, Clearfield Lodge # 540 for 33 years and the Clearfield
Lions Club for 31 years.

During his retirement, Mr. Moore plans to stay associated with County National
Bank and the CNB Financial Corporation as a Bank and Corporation Director.  He
and Audrey also intend to continue their civic involvement; travel nationally as
well as internationally; and enjoy sports and hobbies.

Mr. Moore concludes, "I wish to recognize and thank so many co-workers and
associates who have made this last half a century significant for me.  I am
proud that this Bank remains the same economic leader today as it has since its
inception in 1865.  CNB's dedicated management team has a bright future and will
achieve all that is possible for County National's customers and CNB Financial
Corporation's shareholders."

County National Bank's website is http://www.bankcnb.com.