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 - March 25, 2004

HARLEYSVILLE NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

___________________

Pennsylvania	23-2210237
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

483 Main Street

Harleysville, Pennsylvania

(Address of principal executive office and zip code)

(215) 256-8851

(Registrant’s telephone number, including area code)

___________________

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Item 5 Other Events.

Item 5 (c) Exhibits:

Exhibit 99 - Press Release of Registrant, dated March 25, 2004 of Harleysville National Corporation (furnished pursuant to Item 7 hereof).

Item 9 Regulation FD Disclosure.

(Information is being provided under Item 12 as well as under Item 9, in accordance with SEC Release No.33-8216.)

On March 25, 2004, Harleysville National Corporation issued a press release announcing that HNC Statutory Trust II, a Delaware statutory trust subsidiary of Harleysville National Corporation (the “Trust”), has completed an offering of $20,000,000 of floating rate Capital Securities, which represent undivided beneficial interests in the assets of the Trust. This press release is furnished in this report, pursuant to Item 7 hereof, as Exhibit 99.

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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 hereunto duly authorized.

HARLEYSVILLE NATIONAL CORPORATION

/s/ Walter E. Daller, Jr.

Walter E. Daller, Jr., Chairman, President and Chief Executive Officer

(Principal executive officer)

Dated: March 25, 2004

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EXHIBIT INDEX

	Page
Exhibit 99 Press Release dated March 25, 2004, of Harleysville National Corporation	4
(furnished pursuant to Item 7 hereof).

EX-99

FOR IMMEDIATE RELEASE

CONTACT: Michael High, Executive Vice President and Chief Financial Officer

PHONE:  215-256-8851, ext. 2395

Parent Company of Harleysville National Bank and Trust Company

                                 Security National Bank and

Citizens National Bank

HARLEYSVILLE NATIONAL CORPORATION ISSUES TRUST PREFERRED SECURITIES

HARLEYSVILLE, PA (March 25, 2004) – Harleysville National Corporation (NASDAQ:HNBC), announced that HNC Statutory Trust II, a Delaware statutory trust subsidiary of Harleysville National Corporation (the “Trust”), has completed an offering of $20,000,000 of floating rate (three-month LIBOR plus a margin of 2.70%) Capital Securities (the “Capital Securities”), which represent undivided beneficial interests in the assets of the Trust.

 The Capital Securities were offered and sold to two initial purchasers in private transactions that were not registered under the Securities Act of 1933, as amended (the “Securities Act”). The initial purchasers intend to sell the Capital Securities to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act). The Capital Securities will not be registered under the Securities Act and may not be offered or otherwise sold in the United States absent registration or an applicable exemption from such registration requirements.

 Proceeds of the offering were invested in Harleysville National Corporation (HNC). HNC anticipates using the proceeds, among other things, (1) to fund the cash portion of the merger consideration to be paid to the shareholders of Millennium Bank in connection with the merger of Millennium Bank with, and into, Harleysville National Bank and Trust Company, HNC’s wholly-owned subsidiary; (2) for general corporate purposes and working capital; and (3) to repurchase HNC’s common stock in accordance with the provisions of its common stock repurchase program.

 Harleysville National Corporation’s stock is traded under the symbol “HNBC” and is commonly quoted under Nasdaq National Market Issues. Families and businesses can apply for banking, trust and investment services at any HNB office, by calling 1-888-HNB-2100 or online at ww.harleysvillebank.com.

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. Such factors include the possibility that increased demand or prices for the Company’s financial services and products may not occur, changing economic and competitive conditions, technological developments, and other risks and uncertainties, including those detailed in the company’s filings with the Securities and Exchange Commission.