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)

April 15, 2008

CNB FINANCIAL CORPORATION

(Exact name of Registrant as specified in its Charter)

Pennsylvania	000-13396	25-1450605
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification Number)

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

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 (see General Instruction A.2. below):

¨ 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 2.02. Results of Operations and Financial Condition

CNB Financial Corporation, the parent company of CNB Bank, today announced reported earnings of $2.0 million or $0.23 diluted earnings per share for the quarter ended March 31, 2008, compared to $1.9 million or $0.22 diluted earnings per share for the first quarter of 2007.

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 Corporation
Date: April 17, 2008	By:	/s/ Charles R. Guarino
		Charles R. Guarino
		Treasurer

Exhibit Index

Number	Description
Exhibit 99	News Release announcing first quarter earnings.

EX-99

Exhibit 99

News Release

	Contact:	Charles R. Guarino
		Treasurer
		(814)765-9621
		FOR IMMEDIATE RELEASE

CNB FINANCIAL CORPORATION REPORTS FIRST QUARTER EARNINGS FOR 2008

Clearfield, Pennsylvania – April 15, 2008

CNB Financial Corporation, the parent company of CNB Bank, today announced reported earnings of $2.0 million or $0.23 diluted earnings per share for the quarter ended March 31, 2008, compared to $1.9 million or $0.22 diluted earnings per share for the first quarter of 2007. The 2008 first quarter results represent a 4.2% increase in earnings compared to the first quarter of 2007.

The increase in earnings is primarily the result of the growth in net interest income of $2.1 million or 29.6%. Partially offsetting this increase in revenue were several increases in recurring expenses particularly the provision for loan losses and salaries and benefits expense. These increases are directly correlated to the continuing growth and expansion of the Corporation.

Also offsetting the revenue growth were certain non-cash charges resulting from the adoption of the recent Financial Accounting Standards Board Statement No. 159 on certain equity securities held by the Corporation. As a result, the change in the fair market value is now reflected on the income statement and resulted in a non-cash charge against income of $646 thousand.

William F. Falger, President & Chief Executive Officer of CNB Financial Corporation, commented, “We are very pleased with our first quarter performance, particularly the growth in assets resulting from our expansion into additional market areas. We believe we will see continued growth for the remainder of 2008 despite weakening economic conditions.”

Financial Highlights (in thousands)	(Unaudited)						(Unaudited)
	31-Mar-08 Consolidated			31-Dec-07 Consolidated			31-Mar-07 Consolidated
Consolidated Balance Sheets
Assets
Cash and due from banks	$	24,916		$	23,540		$	17,440
Interest-bearing deposits		6,686			5,772			8,216
Federal funds sold		4,115			773			14,445
CASH & CASH EQUIVALENTS		35,717			30,085			40,101
Securities available for sale (including securities of $5,485 at March 31, 2008 measured at fair value pursuant to fair value option)		177,178			162,643			157,088
Loans held for sale		2,747			1,745			2,972
Net loans		608,010			592,915			535,820
FHLB, FRB & other equity interests		5,682			5,834			4,231
Premises & Equipment, Net		21,396			19,780			16,352
Bank owned life insurance		15,273			15,099			14,615
Intangible, net		11,081			11,106			11,181
Accrued Interest & Other Assets		9,951			17,101			8,015
TOTAL ASSETS	$	887,035		$	856,308		$	790,375
Liabilities
Deposits
Non-interest bearing deposits	$	99,593		$	90,994		$	82,558
Interest bearing deposits		590,891			568,163			558,649
TOTAL DEPOSITS		690,484			659,157			641,207
Treasury, tax, and loan borrowings		1,199			2,000			2,000
FHLB and other borrowings		98,000			98,000			55,250
Subordinated Debentures		20,620			20,620			10,310
Accrued expenses and other liabilities		7,879			7,248			8,569
TOTAL LIABILITIES		818,182			787,025			717,336
Shareholders’ Equity
Common stock		—			—			—
Additional paid-in		12,897			13,058			13,071
Retained earnings		66,813			66,696			63,547
Treasury stock, at cost (648,969 shares for Mar 2008, 679,948 shares for Dec 2007, and 359,682 shares for Mar 2007)		(9,499	)		(9,947	)		(5,106	)
Accumulated other comprehensive (loss) income		(1,358	)		(524	)		1,527
TOTAL SHAREHOLDERS’ EQUITY		68,853			69,283			73,039
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	$	887,035		$	856,308		$	790,375
Nonperforming Assets	$	3,157		$	2,890		$	1,702
% of Total Assets		0.36	%		0.34	%		0.22	%
Trust Assets	$	221,521		$	231,335		$	224,932

Consolidated Income Statement (Unaudited)	Three Months Ended March 31, 2008			Three Months Ended March 31, 2007
Interest Income
Loans including fees	$	11,609		$	10,334
Deposits with banks		81			102
Federal funds sold		151			115
Securities		2,189			1,989
TOTAL INTEREST AND DIVIDENDS		14,030			12,540
Interest Expense
Deposits		3,542			4,669
Borrowed funds		1,132			673
Subordinated Debentures		314			220
Total interest expense		4,988			5,562
NET INTEREST INCOME		9,042			6,978
Provision for loan losses		509			126
NET INTEREST AFTER PROVISION		8,533			6,852
Other Income
Trust income		340			261
Service charges on deposits		1,002			935
Other charges and fees		296			182
Net security (losses) gains		(58	)		13
Net unrealized losses on securities for which fair value was elected		(646	)		—
Mortgage banking Income		93			77
BOLI		174			131
Wealth Management		212			152
Other		133			236
TOTAL OTHER INCOME		1,546			1,987
Non-Interest Expenses
Salaries and Benefits		3,889			3,178
Occupancy, net		975			836
Data Processing		546			552
Amortization of intangible		25			25
Director’s Fees		216			89
Total other expenses		1,702			1,579
Total non-interest expenses		7,353			6,259
NET INCOME BEFORE TAXES		2,726			2,580
Federal income tax		724			659
NET INCOME	$	2,002		$	1,921
Earnings Per Share, Fully diluted	$	0.23		$	0.22
Dividends Per Share	$	0.16		$	0.15
Return on Average Assets (ROA)		0.93	%		1.00	%
Return on Average Equity (ROE)		11.50	%		10.68	%

Note: This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. These factors include operating, legal and regulatory risks; changing economic competitive conditions; and other risks and uncertainties.

CNB Bank’s website is www.bankcnb.com.