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 - January 17, 2006

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 8-K 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 8.01 Other Events

On January 17, 2006, Harleysville National Corporation issued a press release announcing the completion of the acquisition of the Cornerstone Companies. At the close of business on January 13, 2006, the acquisition was consummated pursuant to the Purchase Agreement by and among Harleysville National Bank and 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, dated November 15, 2005. Under the Purchase Agreement, the Bank acquired (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 consisted of $15.0 million in cash paid at closing and a contingent payment of up to $7.0 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 $7.0 million over this period. Management expects the transaction to be immediately accretive to earnings per share. 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 January 17, 2006, of Harleysville National Corporation announcing the completion of the acquisition of 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: January 17, 2006            /s/ George S. Rapp     

George S. Rapp, SVP and Chief Financial Officer

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EXHIBIT INDEX

	Page
Exhibit 99.1Press Release, dated January 17, 2006, of Harleysville National Corporation announcing the completion of the acquisition of The Cornerstone Companies.	5

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EX-99.1 CHARTER

FOR IMMEDIATE RELEASE

CONTACT:Gregg J. Wagner, President and CEO

PHONE:215-513-2391

HARLEYSVILLE NATIONAL CORPORATION COMPLETES ITS ACQUISITION OF THE CORNERSTONE COMPANIES, A $1.5 BILLION INVESTMENT ADVISOR, LIFE INSURANCE AND BUSINESS CONSULTING FIRM

HARLEYSVILLE, PA (January 17, 2006) - Harleysville National Corporation (NASDAQ: HNBC), today announced that its wholly-owned subsidiary, Harleysville National Bank, completed the acquisition of the Cornerstone Companies (Cornerstone), registered investment advisors for high net worth, privately held business owners, wealthy families and institutional clients. Located in Lehigh Valley, Pennsylvania, the firm specializes in providing sophisticated open architecture asset management platforms, business succession and estate planning services, life insurance sales and compensation and benefits consulting. With assets under management of approximately $1.5 billion, Cornerstone serves clients within the Harleysville footprint, throughout Pennsylvania and other mid-Atlantic states.

Under the terms of the agreement, Cornerstone will now become a part of Millennium Wealth Management and Private Banking, a division of Harleysville National Bank. The firm’s more than 30 professionals will continue to operate under the direction of its three principals, Jack Yaissle, Malcolm Cowen and Tom Scalici. As a result of the acquisition, assets under management for Millennium Wealth Management and Private Banking increased from $850 million to $2.350 billion.

Gregg J. Wagner, President and Chief Executive Officer, stated, “We are pleased to officially welcome Cornerstone to the Harleysville team. As with many successful acquisitions, the most important element is the people. We’re excited to have Cornerstone’s professionals working with us. Together 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.”

Jack Yaissle, Chairman of Cornerstone, stated, “We view our relationship with Harleysville as a joining of partners who complement each other. We will look to work closely with the entire team to maximize the value we bring to our combined customers.”

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Under the agreement, Harleysville National Bank acquired Cornerstone for an amount not exceeding $22.0 million. The purchase includes $15.0 million in cash paid at closing. 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. The company expects the transaction to be immediately accretive to Harleysville National Corporation’s earnings per share.

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.