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 (Date of Earliest Event Reported): November 22, 2006

HARLEYSVILLE NATIONAL CORPORATION

__________________________________________

(Exact name of registrant as specified in its charter)

Pennsylvania	0-15237	23-2210237
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
483 Main Street, Harleysville, Pennsylvania		19438
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 215-256-8851

Not Applicable

______________________________________________

Former name or former address, if changed since last report

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))

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  Item 7.01    Regulation FD Disclosure

On November 22, 2006, Harleysville National Corporation provided letters to shareholders which include background, financial and strategic information about Harleysville National Corporation.  Copies of the letters to shareholders are attached hereto as Exhibit 99.1 and Exhibit 99.2and incorporated herein by reference. The information furnished under this Item 7.01 of this Current Report of Form 8-K, including Exhibit 99.1 and Exhibit 99.2 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 99.1:  Harleysvsille National Corporation Third Quarter 2006 Report and President's Letter to Shareholders identified in Item 7.01.

Exhibit 99.2:  Harleysville National Corporation Chairman's Letter to Shareholders identified in Item 7.01.

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SIGNATURES

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
November 22, 2006		By:	/s/ George S. Rapp
			Name: George S. Rapp
			Title: EVP & CFO

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EXHIBIT INDEX

	Page
Exhibit 99.1:  Harleysvsille National Corporation Third Quarter 2006 Report and President's letter to Shareholders.	5
Exhibit 99.2:  Harleysville National Corporation Chairman's Letter to Shareholders.	8

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EX-99.1 3RD QTR RPT

Exhibit 99.1

Photo: Deb Takes

Dear Shareholders:

It is my privilege to report Harleysville National Corporation’s (HNC) earnings and key corporate highlights for the third quarter, 2006. Many of you may know me as President and CEO of Harleysville National Bank (HNB), a part of HNC’s executive management team and a member of HNB and HNC’s Boards of Directors. Recently, I was appointed interim President and CEO of the Corporation by the HNC Board, in addition to my responsibilities with the Bank. Our management team is working diligently to move your company forward.

Third quarter 2006 diluted and basic earnings per share were $.27 compared to $.34 and $.35, respectively, for the third quarter of 2005. Net income for the third quarter of 2006 was $7.9 million compared to $10.2 million during the same period in 2005. For the nine months ended September 30, 2006, diluted and basic earnings per share were $.89 and $.90, as compared to $.98 and $1.00, respectively in the comparable period of 2005. Net income for the nine-month period ended September 30, 2006, was $26.1 million compared to $29.0 million during the same nine months of 2005. Continued net interest margin compression has made maintaining historical rates of earnings growth challenging, but we are encouraged by our growth in total deposits and noninterest income. Year over year, wealth management income has more than doubled while total deposits increased 11.9%, albeit most being in higher cost deposits.

Our immediate efforts are being directed toward improving income by executing our strategic initiative of increasing the commercial loan portfolio, especially variable rate loans. Competition for commercial customers is particularly fierce, yet we are ever mindful of maintaining our strong credit quality. We have made steady progress with other strategic initiatives including market expansion and our corporate campus construction project.

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Since breaking ground on our corporate campus construction project in April, our new building has rapidly taken shape. Our expanded operations center will increase efficiency by consolidating several departments whose employees are currently dispersed at multiple locations. We anticipate moving into our new campus early next year.

Through our market evaluation process, we identified further expansion into Bucks County as a priority. Previously announced plans to build a new location in Warminster are underway with an anticipated spring 2007 opening. We are happy to report that we also located a site in Warrington and will construct a branch at the intersection of Titus and Easton Roads (Route 611). We project a late 2007 opening.

In July, we entered into an agreement with First National Community Bank to sell our Honesdale branch. The sale will allow us to focus on market expansion and help provide the resources required to support strategic initiatives. We expect the sale of our single Wayne County branch to close in the fourth quarter. It is anticipated that we will record a profit of approximately $.23 per share, diluted, net of tax*. Branch personnel have been offered similar positions with First National Community Bank and our teams are working together to ensure a smooth transition.

Thank you for your continued support of Harleysville National Corporation. As we move forward, we will remain focused on improving performance, implementing key strategic initiatives and working hard to deliver value to you, our loyal shareholders.

Sincerely,

/s/ Deb Takes    

Deb Takes

President and CEO

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Harleysville National Corporation
Condensed Consolidated Balance Sheets (unaudited)
(Dollars in thousands)
		September 30, 2006		September 30, 2005
Assets
Cash and due from banks	$	62,909	$	62,133
Federal funds sold and securities purchased
under agreements to resell		176,500		71,000
Interest-bearing deposits in banks		3,463		6,915
Investment securities available for sale		863,357		837,405
Investment securities held to maturity		58,894		62,940
(fair value $59,301 and $63,560)
Net loans		2,012,970		1,922,661
Net assets in foreclosure		87		469
Bank-owned life insurance		61,126		58,735
Other assets		123,697		97,880
Total assets	$	3,363,003	$	3,120,138
Liabilities and Shareholders' Equity
Noninterest-bearing deposits	$	326,851	$	335,614
Interest-bearing deposits		2,301,395		2,013,945
Borrowed funds		405,822		450,495
Other liabilities		42,330		44,457
Shareholders' equity		286,605		275,627
Total liabilities and shareholders' equity	$	3,363,003	$	3,120,138

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Condensed Consolidated Statements of Income(unaudited)
(Dollars in thousands, except per share data)		Nine Months Ended September 30,						Three Months Ended September 30,
Income and Expense		2006			2005			2006			2005
Interest income	$	132,280		$	110,731		$	45,961		$	38,570
Interest expense		68,919			45,470			25,347			16,826
Net interest income		63,361			65,261			20,614			21,744
Provision for loan losses		3,000			2,050			900			650
Net interest income after provision for loan losses		60,361			63,211			19,714			21,094
Noninterest income		27,239			22,425			8,286			7,730
Noninterest expense		52,460			47,709			17,560			15,313
Income before income taxes		35,140			37,927			10,440			13,511
Income tax expense		8,997			8,910			2,533			3,349
Net income	$	26,143		$	29,017		$	7,907		$	10,162
Financial Highlights
Net Income Per Share - Basic	$	0.90		$	1.00		$	0.27		$	0.35
Net Income Per Share - Diluted	$	0.89		$	0.98		$	0.27		$	0.34
Cash Dividends Per Share	$	0.55		$	0.50		$	0.19		$	0.17
Weighted Average Shares - Basic		28,940,119			28,921,613			29,011,903			28,897,869
Weighted Average Shares - Diluted		29,373,646			29,541,486			29,384,310			29,479,228
Return On Average Assets		1.09	%		1.29	%		0.96	%		1.32	%
Return On Average Equity		12.52	%		14.22	%		11.10	%		14.64	%

This report 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.

*The statement relating to anticipated per share profit during the fourth quarter of 2006 is a forward-looking statement within the meaning of the Private Securities Litigation Reform Act of 1995. Whether or not the per share profit resulting from the transaction results as anticipated is subject to a variety of factors, including but not limited to consummation of the sale agreement and deposit attrition and legal, settlement and integration expenses greater than expected.

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EX-99.2 CHMSHLDRLTR

Exhibit 99.2

^{WALTER E. DALLER, JR.}

^Chairman

TO: Shareholders

FROM: Walter E. Daller, Jr.

     Chairman of the Board

DATE: November 14, 2006

As Chairman of the Board of your Corporation, I thought it important to communicate directly to you the status of certain items at Harleysville National Corporation (HNC). Following Gregg Wagner’s departure on September 26, 2006, the Board appointed Deb Takes as interim President and CEO of HNC in addition to her current title of President and CEO of Harleysville National Bank (HNB). As many of you already know, Deb has been with HNB for 34 years, during which time she has served throughout HNB in increasingly responsible roles in management. Her tenure with HNB has been one of continued success, both in the industry and the communities that we serve.

Since the announcement of the executive management change a month ago, Deb has moved swiftly to improve morale within the company, enhance operations and improve communication throughout our organization. During the past year, we have lost a number of long-term employees, and Deb has been working diligently to prevent the further outflow of talent. In addition, the Board has received many positive comments during the past month regarding Deb’s handling of the situation. The fundamental performance of your company remains strong, and our stock price has remained very stable.

As we noted earlier, a Search Committee has been formed to identify a permanent President and CEO for HNC. This Committee is comprised of all of the independent Directors and chaired by LeeAnn Bergey. As Chairman, I have been asked by the Board to participate as an ex-officio member. The Committee will be meeting regularly to consider internal, as well as external, candidates and will consider the use of executive search firms. I want to thank Tom Leamer, Chairman of the Nominating and Corporate Governance Committee, Harold Herr, Chairman of the Compensation Committee, and their committee members for their efforts over the past few weeks.

Additionally, a special Board meeting was held in early October to review and approve a new strategic plan for HNC. Highlights of the plan for the future include:

1.   Developing a strong, cohesive management team;

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2.   Returning to historic profitability levels with a goal to grow earnings per share and correspondingly improve Return on Equity and Return on Assets;

3.   Meeting the challenge of increasing our net interest margin, principally by lowering our cost of funds and increasing yields on loans; and

4.   Growing core deposits and fee-based lines of business.

Finally, while a change in executive management is difficult for any company, your Board is confident that the management team and staff of HNC, coupled with our excellent franchise and historically strong record of performance, will make this transition a successful one that will ultimately make our company stronger.

If any of you have questions or thoughts, I would encourage you to call me or Deb at 215-256-8851.

                   /s/ Walter E. Daller, Jr.   

This document 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.

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