8-K

UNITED STATES

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 - November 15, 2005

HARLEYSVILLE NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

___________________

Pennsylvania	0-15237	23-2210237
(State or other jurisdiction of incorporation or organization)	Commission File Number	(IRS Employer Identification No.)

483 Main Street

Harleysville, Pennsylvania 19438

(Address of principal executive office and zip code)

(215) 256-8851

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

[ ]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 240.133-4(c))

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Item 1.01Entry into a Definitive Material Agreement

On November 15, 2005, Harleysville National Corporation’s wholly-owned subsidiary, Harleysville National Bank and Trust Company ("HNB"), entered into a Purchase Agreement (the "Agreement") by and among Cornerstone Financial Consultants, Ltd., a Pennsylvania corporation ("CFC"), Cornerstone Institutional Investors, Inc., a Pennsylvania corporation ("CII"), Cornerstone Advisors Asset Management, Inc., a Pennsylvania corporation ("CAAM," and together with CFC and CII collectively, the "Cornerstone Companies"), Cornerstone Management Resources, Inc., a Pennsylvania corporation ("CMR"), John R. Yaissle, Malcolm L. Cowen, II and Thomas J. Scalici. Pursuant to the Purchase Agreement, HNB (or its wholly-owned subsidiaries) will acquire (i) all of the outstanding capital stock of CFC and CII, (ii) substantially all of the assets of CAAM, and (iii) certain limited assets of CMR. The Cornerstone Companies provide asset management, life insurance, compensation and benefits consulting, and business and estate planning services to high net worth privately held business owners, wealthy families and institutional clients. The purchase price consists of $15 million in cash to be paid at closing, subject to certain adjustments based upon the net worth of the Cornerstone Companies at closing, and a contingent payment of up to $7 million to be paid post-closing. The contingent payment is based upon the Cornerstone Companies meeting certain minimum operating results during a five-year earn-out period, with a maximum payout of $7 million over this period. The closing is subject to various conditions, including, among other things, further due diligence, regulatory approvals, third party consents and other normal and customary conditions to closing. The closing is scheduled to be completed in January of 2006.

Item 8.01Other Events

On November 15, 2005, Harleysville National Corporation issued a press release announcing the signing of a definitive agreement to acquire the Cornerstone Companies (as discussed in Item 1.01 hereof). A copy of this press release is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(a)   Not applicable.

(b)   Not applicable.

(c)   Not applicable.

(d)   Exhibits.

Exhibit 99.1

Press Release, dated November 15, 2005 of Harleysville National Corporation announcing the signing of a definitive agreement to acquire the The Cornerstone Companies.

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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

Dated: November 16, 2005       /s/ George S. Rapp     

George S. Rapp, SVP and Chief Financial Officer

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EXHIBIT INDEX

	Page
Exhibit 99.1Press Release dated November 15, 2005 of Harleysville National Corporation announcing the the signing of a definitive agreement to acquire the The Cornerstone Companies.	5

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EX-99.1 PRESSRELEASE

For Immediate Release

Contact:Gregg J. Wagner, President and CEO

Phone:215-513-2391

Harleysville National Corporation to Acquire

the Cornerstone Companies, a $1.5 Billion Investment Advisor;

Life Insurance and Business Consulting Firm

HARLEYSVILLE, PA (November 15, 2005) – Harleysville National Corporation (NASDAQ: HNBC), today announced that its wholly owned subsidiary, Harleysville National Bank, has signed a definitive agreement to acquire the Cornerstone Companies, registered investment advisors for high net worth privately held business owners, wealthy families and institutional clients. Located in the Lehigh Valley, Pennsylvania, the firm specializes in providing sophisticated open architecture asset management platforms, business succession and estate planning services, life insurance sales, financial consulting and compensation and benefits consulting. The firm has assets under management of approximately $1.5 billion. Its predecessor firm was founded in 1970 and serves clients within the Harleysville footprint, throughout Pennsylvania and other mid-Atlantic states.

 Gregg J. Wagner, President and Chief Executive Officer, stated, "This is a significant strategic acquisition for us. With Cornerstone as part of our team, we will broaden our wealth management products and services, grow our business client base and position our Millennium Wealth Management and Private Banking division as a leader in our market. The acquisition will allow us to better meet the financial and investment needs of our clients, simply and conveniently at one touch point. We welcome Cornerstone to the Harleysville National team."

 Jack Yaissle, Chairman of Cornerstone, stated, "We are extremely excited about this strategic alliance and the opportunities it presents for our clients. It is a joining of partners which complement each other. Harleysville National Corporation’s commitment to value-added services coupled with Cornerstone’s Stewardship Process will offer our combined clients a greatly expanded line of financial services."

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Under the agreement, Harleysville National Bank will acquire Cornerstone for an amount not to exceed $22.0 million. The purchase will include $15.0 million in cash to be paid at closing. In addition, the transaction is structured to provide for the payment of additional amounts based on meeting certain minimum operating results during a five-year period with a maximum payout of $7.0 million in cash. It is currently anticipated that the acquisition, which is subject to state and federal regulatory approval and other customary conditions to closing, will most likely be completed in the first quarter of 2006. Management expects the transaction to be immediately accretive to earnings per share.

 Once finalized, Cornerstone will become a part of Millennium Wealth Management and Private Banking, a division of Harleysville National Bank. It will continue to operate under the direction of its three principals, Yaissle, Malcolm Cowen and Tom Scalici. The firm employs more than 30 professionals with a diverse background in the financial services sector.

 The acquisition is expected to provide significant strategic advantages to Harleysville National Corporation. The assets under management for Millennium Wealth Management and Private Banking will increase from $850 million to $2.350 billion.

 Harleysville National Corporation was advised by Griffin Financial Group, LLC and Stradley Ronon Stevens & Young, LLP. Cornerstone’s financial advisor was WFG Capital Advisors LP and legal counsel was Tallman, Hudders & Sorrentino, P.C.

 Harleysville National Corporation, with assets in excess of $3 billion, is the holding company for Harleysville National Bank (HNB). Investment Management and Trust Services are provided through Millennium Wealth Management and Private Banking, a division of HNB. Harleysville National Corporation stock is traded under the symbol "HNBC" and is commonly quoted under NASDAQ National Market Issues. For more information, visit the Harleysville National Corporation website at www.hncbank.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 increased demand or prices for the Corporation'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 Corporation's filings with the Securities and Exchange Commission.

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