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, 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 today announced earnings for the third quarter and year to date 2008. Diluted earnings per share were $0.04 in the third quarter of 2008 as compared to $0.28 for the third quarter of 2007. Net income was $372 thousand in the third quarter of 2008 as compared to $2.4 million for the same period of 2007.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number	Description
Exhibit 99	News Release announcing third quarter earnings.

Exhibit Index

Number	Description
Exhibit 99	News Release announcing third 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: October 28, 2008	By:	/s/ Charles R. Guarino
		Charles R. Guarino
		Treasurer

EX-99

Exhibit 99

News Release

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

CNB FINANCIAL CORPORATION REPORTS THIRD QUARTER EARNINGS FOR 2008

Clearfield, Pennsylvania – October 24, 2008

CNB Financial Corporation today announced earnings for the third quarter and year to date 2008. Diluted earnings per share were $0.04 in the third quarter of 2008 as compared to $0.28 for the third quarter of 2007. Net income was $372 thousand in the third quarter of 2008 as compared to $2.4 million for the same period of 2007.

For the nine months ended September 30, 2008, net income totaled $4.6 million and diluted earnings per share were $0.53, compared to $6.7 million of net income and $0.77 diluted earnings per share for the nine months ended September 30, 2007. Annualized return on average assets and return on average equity for the nine months ended September 30, 2008 were 0.66% and 8.57%, respectively, compared to 1.12% and 12.54% for the same period of 2007.

William F. Falger, President and Chief Executive Officer, commented “The current economic crisis affected our financial performance during the quarter as we recorded charges against income resulting from our investments in Fannie Mae and Freddie Mac preferred stock and a corporate bond of Lehman Brothers.”

“However, we are continuing to experience strong performance from the core operations of our Company as reflected in year to date deposit growth of 22.5% and loan growth of 12.0%. Along with our balance sheet growth, we have experienced strong growth in net interest income year to date of $4.7 million, representing a 20.8% increase compared to 2007, as well as expansion of our net interest margin to 4.30% from 4.07% in 2007. Our focus in the near term is to maintain our strong credit quality as we move into what appears to be a recessionary period.”

Consolidated balance sheets (in thousands)	(Unaudited) 9/30/2008		12/31/2007		(Unaudited) 9/30/2007
ASSETS:
Cash and cash equivalents	$	69,711	$	26,587	$	24,405
Securities, time deposits and other equity interests		203,638		171,975		171,755
Net loans		666,271		594,660		581,875
Premises and equipment, net		23,233		19,780		18,054
Other assets		43,897		43,306		35,706
TOTAL ASSETS	$	1,006,750	$	856,308	$	831,795
LIABILITIES:
Deposits	$	807,433	$	659,157	$	649,404
Borrowings and subordinated debentures		128,827		120,620		105,620
Other liabilities		8,411		7,248		7,280
TOTAL LIABILITIES		944,671		787,025		762,304
SHAREHOLDERS’ EQUITY		62,079		69,283		69,491
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,006,750	$	856,308	$	831,795

Financial results—unaudited (in thousands, except share data)

	For Quarter Ended						Year To Date
	9/30/08			9/30/07			9/30/08			9/30/07
Net interest income	$	9,140		$	8,028		$	27,181		$	22,498
Provision for loan losses		716			335			1,981			903
Net interest income after provision		8,424			7,693			25,200			21,595
Other (loss) income		(864	)		2,083			2,532			6,288
Noninterest expenses		7,283			6,443			21,742			18,730
Income before income taxes		277			3,333			5,990			9,153
Income tax benefit (expense)		95			(923	)		(1,440	)		(2,439	)
NET INCOME	$	372		$	2,410		$	4,550		$	6,714
Earnings per share, fully diluted	$	0.04		$	0.28		$	0.53		$	0.77
Dividends per share	$	0.16		$	0.16		$	0.48		$	0.46

	As of or for the nine months ended September 30, 2008		As of or for the nine months ended September 30, 2007
SELECTED RATIOS
Net interest margin	4.30	%	4.07	%
Return on:
Average equity	8.57	%	12.54	%
Average assets	0.66	%	1.12	%
CAPITAL RATIOS (a)
Total risk-based capital ratio	12.25	%	13.31	%
Tier 1 capital ratio	11.21	%	12.25	%
Leverage ratio	8.63	%	9.83	%
ASSET QUALITY RATIOS
Nonperforming assets to total assets	0.49	%	0.31	%
Net charge-offs to average loans	0.15	%	0.13	%
Allowance for loan losses to net loans	1.16	%	1.10	%

(a) The capital ratios as of September 30, 2008 are estimated

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.