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 - February 1, 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 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))

Item 7.01Regulation FD Disclosure

On February 2, 2006, a presentation is to be made at the Emerald Asset Management, Inc. Groundhog Day Investment Forum. A copy of the presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished under this Item 7.01 of this Current Report of Form 8-K, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of the Securities and Exchange Act of 1934.

Item 9.01Financial Statements and Exhibits

(a)   Not applicable.

(b)   Not applicable.

(c)   Not applicable.

(d)   Exhibits.

Exhibit 99.1Presentation used at Emerald Asset Management, Inc. Groundhog Day Investment Forum on February 2, 2006.

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: February 1, 2006/s/ George S. Rapp     

George S. Rapp, SVP and Chief Financial Officer

EXHIBIT INDEX

	Page
Exhibit 99.1Slides used at Emerald Asset Management, Inc. Groundhog Day Investment Forum on February 2, 2006.	5

EX-99.1 PRESENTATION

Gregg J. Wagner

President and Chief Executive Officer

Harleysville National Corporation l Harleysville, PA (Nasdaq:HNBC)

Emerald Asset Management, Inc.

Groundhog Day Investment Forum

Philadelphia, PAlFebruary 2, 2006

Forward-Looking Information

During the course of this presentation, management may make

projections and forward-looking statements regarding events or the future

financial performance of Harleysville National Corporation.  We wish to

caution you that these forward-looking statements involve certain risks

and uncertainties, including a variety of factors that may cause

Harleysville National Corporation’s actual results to differ materially from

the anticipated results expressed in these forward-looking statements.
Investors are cautioned not to place undue reliance on these forward-

looking statements and are advised to review the risk factors that may

affect Harleysville National Corporation’s operating results in documents

filed by Harleysville National Corporation with the Securities and

Exchange Commission, including the Quarterly Report on Form 10-Q, the

Annual report on form 10-K and other required filings.  Harleysville
National Corporation assumes no duty to update the forward-looking
statements made in this presentation.

2

3

HNBC Management Team

Ø

Michael B. High

Executive Vice President and Chief Operating Officer

Ø

George S. Rapp

Senior Vice President and Chief Financial Officer

Ø

Deb M. Takes

President and Chief Executive Officer, Harleysville

National Bank

Ø

John W. Eisele

President, Millennium Wealth Management

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Corporate Overview

Ø

Founded 1909

Ø

Second largest independent community bank
within our footprint

Ø

45 branches throughout eastern Pennsylvania

Ø

Total assets of $3.12 billion as of   

December 31, 2005

Ø

Millennium Wealth Management division has

$2.4 billion assets under management

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Unique Strengths

Ø

Seasoned “new” management team

Ø

Customers recognize our culture is different

Ø

Large, well developed wealth management
platform

Ø

Efficiency ratio has historically been low

Ø

Majority of branches located in high-growth
markets

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Current Footprint

Total Deposits (HNBC)	$1,730,591
HNBC Branches	28
Market Rank (HNBC) – Montgomery	3
Market Rank (HNBC) – Bucks	14
Projected Population Growth (2005-2010)	3.37%
Average Income	$97,342
Projected Income Increase (2005-2010)	28.36%

Source: SNL Securities, data current as of 6/30/05

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Core Market Demographics
Montgomery and Bucks Counties, PA

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America’s Finest Companies

Ø

History of Strong Performance, Steady Returns

Ø

30 years of record earnings

Ø

31 years of increased dividends

Ø

Recognized in America’s Finest Companies

Ø

Earnings All Star

Ø

Dividend All Star

Ø

“Super 50” Team

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Ongoing Challenges

Ø

Net Interest Margin

Ø

Fee-based Income

10

Noninterest Income to
Average Assets

11

New Strategic Initiatives

Ø

Grow Commercial Banking

Ø

Use Millennium Wealth

Management to Drive Other Income

Ø

Execute Market Rationalization Plan

12

Grow Commercial Banking

Ø

Leverage Market Capacity

Ø

Focus on Real Estate Lending

Ø

Enhance Product and Service

Offerings

Ø

Grow Government Banking Division

Ø

Make Millennium Wealth Management a

“core solution” for our retail and
commercial customers

Ø

Develop our wealth management products
and services to position Millennium as
premier wealth management provider in
markets we serve

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Use Millennium Wealth
Management to Drive Other Income

14

Use Millennium Wealth Management
to Drive Other Income

Ø

Leading registered investment advisor for

high net worth, privately held business

owners, wealthy families and institutional clients

Ø

Asset management, business succession and
estate planning services

Ø

Combined assets under management for
Millennium and Cornerstone equal $2.4 billion

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Millennium Wealth
Management Revenue

17

Market Rationalization

Ø

Optimize Footprint

Ø

Build Infrastructure to Accommodate
Growth

Ø

Open 10 Offices in Next 36-48

months

Future
HNBC
Location

HNBC Headquarters

Future Growth
Focus

Core/Target Growth
Market: 1-3 Years

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Market Rationalization

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Compelling Investment
Considerations

Ø

Energized new management team

Ø

Demonstrated track record of consistent
earnings

Ø

Attractive market demographics

Ø

Future expansion focused in high-growth
markets

Ø

Average dividend yield of 3.51%

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