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 – April 22, 2008

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))

Item 7.01                      Regulation FD Disclosure

At the Company’s Annual Meeting of Shareholders held April 22, 2008, a financial presentation was made.  A copy of the financial 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 on Form 8-K shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(a)   Not applicable

(b)   Not applicable

(c)   Not applicable

(d)   Exhibits.

Exhibit 99.1

Slides used at the Harleysville National Corporation Annual Meeting of Shareholders.

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: April 22, 2008                                                     /s/ George S. Rapp                                                                             

   George S. Rapp, EVP and Chief Financial Officer

EXHIBIT INDEX

	Page
Exhibit 99.1Slides used at the Harleysville National Corporation Annual meeting of Shareholders.	5

EX-99.1

2008 Annual Meeting of Shareholders

April 22, 2008

Presidential Caterers

Norristown, PA

2008 Annual Meeting of Shareholders

Paul D. Geraghty

President and Chief Executive Officer

3

Our Aspiration:

Best Community Bank,
Anywhere!

4

Key Focus Areas

•Expansion

•Empowerment

•Effectiveness

2008 Annual Meeting of Shareholders

George S. Rapp, CPA

Executive Vice President,

Chief Financial Officer

6

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.

7

Major 2007 Financial Transactions

•EPEN Acquisition

•Sale-leaseback Transaction

•Trust Preferred Issue

•Facilities Consolidation

8

Assets	$451 million
Loans	$337 million
Deposits	$383 million
Purchase Price	$91.3 million
Branches	9
Earnings	2% accretive to 2008 earnings

East Penn Bank Acquisition

9

Sale-Leaseback Transaction - Dec. 2007

•Total cash proceeds of $38.2 million

•Gain of $18.9 million, $16.6 deferred

•Redeploy buildings which are non-earning assets to

    loans for future earnings improvement

•Frequently transacted in banking and other retail

    industries

10

Trust Preferred Issue

•Issued $22.5 million in August 2007 to raise capital

•Priced at 1.28 bps over LIBOR or 6.3% fixed for

5 years, excellent pricing

•Recent changes in the market has made this source of
capital very difficult to raise

11

Facilities Consolidation

•Completed operations center March 2007

•Consolidated to improve process and achieve cost
efficiency

•Sold the Red Hill building for a gain of $400,000

•Current selling vacated real estate

12

* Adjusted for stock dividend

Diluted Earnings Per Share*

13

* Adjusted for stock dividend

Assets: Year End Balances(in millions)

14

* Adjusted for stock dividend

Loans: Year End Balances(in millions)

15

Deposits: Year End Balances
(in millions)

16

Deposit Market Share-Montgomery County

Rank	Institution	Branches	Deposits ($000)	Mkt. Share (%)
1	Wachovia Corporation (NC)	43	3,280,584	16.22
2	Citizens/R. B. S.	46	2,966,028	14.66
3	TD/Commerce Bank	28	2,195,295	10.85
4	Harleysville National Corp.	25	1,718,995	8.50
5	PNC Fin. Svcs. Grp., Inc. (PA)	28	1,522,112	7.53

*source: SNL, 2007 proforma data as of 12-31-07

17

Rank	Institution	Branches		Deposits ($000)	Mkt. Share (%)
1	Wachovia Corporation (NC)		27	2,178,445	38.20
2	Nat’l Penn Banc., Inc. (PA)		21	548,428	9.62
3	EPEN/HNBC (PA)		11	435,681	7.64
4	American Bank Inc. (PA)		1	386,878	6.78
5	Sovereign Bancorp (PA)		8	324,526	5.69

*source: SNL, 2007 proforma data as of 12-31-07

Deposit Market Share - Lehigh County

18

Loans / Deposits

19

Net Interest Margin

20

Nonperforming Assets / Assets

21

Net Charge Offs to Average Loans Outstanding

22

Net Charge-offs / Average Loans

23

* excluding gains/loss on sales of investment securities and non-recurring revenue

Other Income*(in millions)

24

* Excluding gain/loss on sales of investment securities and income on life insurance

** Excluding gain on sale of branch and Cumberland*** Excluding gain on sale of branch and credit card portfolio

**** Excluding sale-leaseback transaction

Noninterest Income /Average Assets*

25

Noninterest Expense /Average Assets

26

Efficiency Ratio

27

Return on Average Equity

28

* Adjusted for stock dividend

Cash Dividends Paid*

29

	3/31/08	3/31/07
Diluted EPS	$.23	$.21
Net Interest Margin	2.91%	2.82%
Total Assets	$3,894	$3,325
Total Loans	$2,482	$2,066
Total Deposits	$2,987	$2,527

Key Results

(in millions)

Q1 2008 Performance

30

	3/31/08	12/31/07
Loan Loss Reserve	28,490	27.328
Nonperforming Assets	27,057	21,976
Loan Loss Reserve / Loans	1.15%	1.11%
Nonperforming Assets / Assets	.69%	.56%
Charge-offs / Average Loans	.13%	.53%

Asset Quality(in millions)

Q1 2008 Performance

31

HNBC : Nasdaq Bank Composite

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Peer Group: SUSQ, FUT, NPBC, FNB, FTBA,SASR, SNBC

HNBC : Peer Bank Composite

2008 Annual Meeting of Shareholders

Paul D. Geraghty

President and Chief Executive Officer

34

2007 Expansion Initiatives

•Organic growth

•Align sales resources and reinforce selling culture

•Selective branch expansion and relocation

•Acquisitions

•East Penn Financial

•McPherson Enterprises

35

Organic Growth

Bucks County:

•Warminster - - 2007

•Warrington - - 2008

Lehigh County:

•Whitehall - - 2008

Montgomery County:

•Blue Bell - 2007

•East Norriton - 2007

•Flourtown - - 2008

•Pottstown - - 2008

36

East Penn Acquisition

•Unites footprint

•Entrance into vibrant Lehigh Valley market

•Strong brand and reputation

•Similar philosophies and community focus

•Maintained customer-facing staff while combining resources

37

McPherson Enterprises

•Fee income generation

•Component of Cornerstone Companies

•Part of wealth management strategy

•Opportunities for deepening relationships with both
customer bases

38

2007 Empowerment Initiatives

Attract and keep strong talent

•Employee feedback initiatives

•401K enhancement

•Portability

•Enhanced dollar match

•Streamlined decision-making

39

2007 Effectiveness Initiatives

•Centralize staff: improve cross-selling

•Sale- leaseback transaction: redeploy assets

•Technology investment: enhance customer

 experience

•Expense management: examine everything

40

ü2007 groundwork expected to drive results in 2008 and beyond

Strong Foundation for the Future

•Solid financial condition

•High quality loan portfolio

•Sound investment portfolio

•Strong capital base and liquidity position

•Focus on long term performance

•Sound, conservative approach

41