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)

July 30, 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 $2.2 million or $0.26 diluted earnings per share for the quarter ended June 30, 2008, compared to $2.4 million or $0.27 diluted earnings per share for the same quarter of 2007.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99	News Release announcing second quarter earnings.

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: July 31, 2008	By:	/s/ Charles R. Guarino
		Charles R. Guarino
		Treasurer

Exhibit Index

Number	Description
Exhibit 99	News Release announcing second quarter earnings.

EX-99

Exhibit 99

News Release

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

CNB FINANCIAL CORPORATION REPORTS SECOND QUARTER EARNINGS FOR 2008

Clearfield, Pennsylvania – July 30, 2008

CNB Financial Corporation, the parent company of CNB Bank, today announced reported earnings of $2.2 million or $0.26 diluted earnings per share for the quarter ended June 30, 2008, compared to $2.4 million or $0.27 diluted earnings per share for the same quarter of 2007. For the first six months of 2008, earnings were $4.2 million or $0.49 diluted earnings per share compared to $4.3 million or $0.49 diluted earnings per share for the comparable period in 2007.

William F. Falger, President and Chief Executive Officer, commented, “We are very pleased with our financial performance for the quarter and year to date as we continue to experience significant growth driven in large measure by deposit growth of 14.7% since year end 2007. Coupled with this deposit growth, we have also experienced strong loan growth of 10.2%. These growth rates reflect the success of our expansion into the Erie and Warren, Pennsylvania markets as well as continuing growth in our Holiday Financial Services subsidiary.”

Financial Highlights (in thousands, except share data)

Consolidated balance sheets	(Unaudited) 06/30/2008 Consolidated			12/31/2007 Consolidated			(Unaudited) 06/30/2007 Consolidated
ASSETS:
Cash and due from banks	$	29,041		$	23,540		$	17,316
Interest bearing deposits with other banks		2,474			2,274			2,607
Federal funds sold		9,178			773			9
Total cash and cash equivalents		40,693			26,587			19,932
Interest bearing time deposits with other banks		4,395			3,498			5,297
Securities available for sale		174,434			162,643			166,484
Trading securities		4,510			—			—
Loans held for sale		4,244			1,745			2,767
Net loans		653,417			592,915			565,393
FHLB and other equity interests		5,226			5,834			5,195
Premises and equipment, net		22,323			19,780			16,870
Bank owned life insurance		15,432			15,099			14,823
Intangible assets, net		11,538			11,106			11,156
Accrued interest and other assets		9,147			17,101			9,319
TOTAL ASSETS	$	945,359		$	856,308		$	817,236
LIABILITIES:
Deposits:
Non-interest bearing deposits	$	103,874		$	90,994		$	89,386
Interest bearing deposits		651,969			568,163			558,571
Total deposits		755,843			659,157			647,957
Treasury, tax and loan borrowings		441			2,000			2,000
FHLB and other borrowings		99,000			98,000			72,145
Subordinated debentures		20,620			20,620			20,620
Accrued interest and other liabilities		3,397			7,248			6,082
TOTAL LIABILITIES		879,301			787,025			748,804
SHAREHOLDERS’ EQUITY:
Common stock		—			—			—
Additional paid in capital		12,939			13,058			13,058
Retained earnings		67,620			66,696			64,601
Treasury stock, at cost (669,883 shares for June 2008, 679,948 shares for December 2007, and 676,619 shares for June 2007		(9,790	)		(9,947	)		(9,944	)
Accumulated other comprehensive (loss) income		(4,711	)		(524	)		717
TOTAL SHAREHOLDERS’ EQUITY		66,058			69,283			68,432
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	945,359		$	856,308		$	817,236
Nonperforming Assets	$	3,684		$	2,890		$	1,763
Percentage of Nonperforming Assets to Total Assets		0.39	%		0.34	%		0.22	%
Trust Assets	$	214,626		$	231,335		$	230,307

	For Quarter Ended						Year To Date
Consolidated statements of income (unaudited)	6/30/08			6/30/07			6/30/08			6/30/07
INTEREST AND DIVIDEND INCOME:
Loans including fees	$	11,594		$	10,953		$	23,203		$	21,287
Deposits with banks		79			125			160			227
Federal funds sold		81			83			232			198
Securities		2,169			2,121			4,358			4,110
TOTAL INTEREST AND DIVIDEND INCOME		13,923			13,282			27,953			25,822
INTEREST EXPENSE:
Deposits		3,610			4,648			7,152			9,317
Borrowed funds		1,095			761			2,227			1,434
Subordinated debentures		219			383			533			603
TOTAL INTEREST EXPENSE		4,924			5,792			9,912			11,354
Net interest income		8,999			7,490			18,041			14,468
Provision for loan losses		756			442			1,265			568
NET INTEREST INCOME AFTER PROVISION		8,243			7,048			16,776			13,900
OTHER INCOME:
Trust and asset management fees		265			277			605			538
Service charges on deposit accounts		1,046			1,034			2,048			1,969
Other service charges and fees		354			218			650			400
Net security gains		—			22			117			35
Net security losses from sales of securities for which fair value was elected		(79	)		—			(254	)		—
Net unrealized losses on securities for which fair value was elected		(379	)		—			(1,025	)		—
Mortgage banking		102			104			195			181
Bank owned life insurance earnings		160			208			334			339
Wealth management		208			155			420			307
Other		173			194			306			430
TOTAL OTHER INCOME		1,850			2,212			3,396			4,199
OTHER EXPENSES:
Salaries and benefits		3,763			2,965			7,652			6,143
Net occupancy expense of premises		861			777			1,836			1,613
Amortization of intangibles		25			25			50			50
Other		2,457			2,253			4,921			4,473
TOTAL OTHER EXPENSES		7,106			6,020			14,459			12,279
Income before income taxes		2,987			3,240			5,713			5,820
Income tax expense		811			858			1,535			1,517
NET INCOME	$	2,176		$	2,382		$	4,178		$	4,303
Earnings per share, fully diluted	$	0.26		$	0.27		$	0.49		$	0.49
Dividends per share	$	0.16		$	0.15		$	0.32		$	0.30
Return on Average Assets (ROA)		0.96	%		1.20	%		0.95	%		1.10	%
Return on Average Equity (ROE)		12.26	%		12.92	%		11.87	%		11.95	%

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.