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) – April 28, 2009

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 28, 2009, 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 28, 2009                                           /s/ George S. Rapp                                                                                

 George S. Rapp, EVP and Chief Financial Officer

EXHIBIT INDEX

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

EX-99.1

From Berks to Bucks
County, Chester County
to Carbon County, we
invest in our communities
and businesses every
day.

Celebrating 100 years
of tradition

-1-

2009 Annual Meeting of
Shareholders

April 28, 2009

Presidential Caterers

Norristown, PA

-2-

2009 Annual Meeting of
Shareholders

Paul D. Geraghty

President and Chief Executive
Officer

-3-

We Are Here

oGreat franchise

oStrong team

oMany accomplishments

-4-

How Did We Get Here?

oEconomic environment

oPhilosophy and focus

-5-

Where We Are Going

oDedicated to getting to agreat
place

oJust need time

-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.Such factors include the
possibility that anticipated cost savings may not be realized, estimated synergies may not occur,
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.
Such risks, uncertainties and other factors that could cause actual results and experience to differ from
those projected include, but are not limited to, the following:ineffectiveness of the Corporation’s business
strategy due to changes in current or future market conditions; the effects of competition, and of changes
in laws and regulations on competition, including industry consolidation and development of competing
financial products and services; inability to achieve desired increases in capital and improvement in asset
quality; merger-related synergies; interest rate movements; difficulties in integrating distinct business
operations, including information technology difficulties; disruption from the transaction making it more
difficult to maintain relationships with customers and employees, and challenges in establishing and
maintaining operations in new markets; volatilities in the securities markets; and deteriorating economic
conditions.When we use words such as “believes”, “expects”, “anticipates”, or similar expressions, we
are making forward-looking statements.Investors are cautioned not to place undue reliance on these
forward-looking statements and are also 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-

We Are Here

oGreat franchise

oStrong team

oMany accomplishments

-8-

Harleysville Today

oExceptional demographics and footprint

oOver 80 branches in attractive markets

oStrong fee-based businesses

oCapable, highly experienced management
team

-9-

2008: A Year of Significant
Accomplishments

oCompleted Willow acquisition

nSeamless integration

nDisciplined in-market expansion

nLeverages combined strengths

nPositions Harleysville for long term

-10-

2008: A Year of Significant
Accomplishments

oFormed new executive team, management
reorganized

oStrengthened credit administration

oIncreased net interest margin by 22 basis points

oBoosted noninterest income by 7%

oExperienced 5% organic loan growth

oProfitable results

-11-

	2006	2007	2008
Core Performance*	$1.11	$1.03	$1.11
Credit Cost **	(.02)	(0.17)	(0.28)
Non Core Gain (Loss/Exp.)	.25	.04	(.05)
Reported Net Income	$1.34	$0.90	$0.78

* Represents a non-GAAP disclosure

**Represents interest foregone on avg. nonperforming assets @ 7% and provision in
excess of 20 bps on average loan outstandings

Financial Performance
(earnings per share)

-12-

How Did We Get Here?

oEconomic environment

oPhilosophy and focus

-13-

2008: A Year of Unprecedented
Challenges

oHarleysville not immune

oEconomy

nRecession

nUnemployment

nPlummeting real estate valuations

oPolitical changes affect regulatory environment

-14-

Loan Portfolio Segmentation

-15-

Credit Portfolio

oHarleysville increased loan loss reserves
to $50 million at year end

nNonperforming assets increased to $78.5
million at year end

nNonperforming assets: 1.43% of total assets
(0.56% at end of ’07)

-16-

Capital Measure	HNC Ratio at 12/31/08	Adequately Capitalized*	Well- Capitalized*
Total Capital to Risk- Weighted Assets	8.88%	8%	10%
Tier I Capital (to risk- weighted assets)	7.73%	4%	6%
Tier 1 Capital (to average assets)	8.19%	4%	5%

*Reflects current regulatory standard as of 3/31/09

Harleysville National Corporation
Capital Measures

-17-

Dividend Reduction

oStrong precautionary measure

oProtect and strengthen balance sheet

oSafeguard your long-term investment in
Harleysville

nBuild capital

nEnhance shareholder value

-18-

Expense Reductions

oReduced compensation and staffing expenses

oCurtailed capital expenditures

oConsolidated branches

oDecreased discretionary expense

-19-

Expense Reductions

 We cannot control the economy.We can
control expenses

 Harleysville is taking the hard action
necessary to improve financial results,
enhance efficiency, and reduce our operating
costs

-20-

Where We Are Going

oRestoring franchise to historical
performance

oChallenges not structural

oFoundation is strong

-21-

-22-

Progress Made

oStrengthened core earnings

oStrategically focused business model

oTalented players across the line

oUnderwriting standards and credit
management

-23-

2009 Annual Meeting of
Shareholders

George S. Rapp, CPA

Executive Vice President,

Chief Financial Officer

-24-

* Adjusted for stock dividend

Diluted Earnings Per Share*

-25-

Assets: Year End Balances(in millions)

-26-

Loans: Year End Balances(in millions)

-27-

Deposits: Year End Balances
(in millions)

-28-

Source: SNL Financial

Net Interest Margin

-29-

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

Other Income*(in millions)

-30-

Source: SNL Financial

Return on Average Equity

-31-

Source: SNL Financial

Efficiency Ratio

-32-

		3/31/08	3/31/09
Diluted EPS	$.23		$.11
Net Interest Margin	2.91%		3.02%
Provision for Loan Losses	$1,960		$7,121
Total Assets	$3,894		$5,646
Total Loans	$2,482		$3,616
Total Deposits	$2,988		$4,147

Key Results

(dollars in millions)

Q1 2009 Performance

-33-

	12/31/08		3/31/09
Loan Loss Reserve		$49,955	$53,062
Nonperforming Assets		$78,535	$89,474
Loan Loss Reserve / Loans		1.36%	1.47%
NPAs / Assets		1.43%	1.58%
Charge-offs / Avg. Loans		0.36%	0.44%

Asset Quality(dollars in millions)

Q1 2009 Performance

-34-

Source: SNL Financial

HNBC: Nasdaq Bank Composite

-35-

Source: SNL Financial

HNBC: Peer Bank Composite

-36-

2009 Annual Meeting of
Shareholders

Paul D. Geraghty

President and Chief Executive
Officer

-37-

2009 and Beyond

oExecution culture

oDemand deposits

oCross-sell: corporate-wide focus on
relationships

oImproved execution in retail

oReturn on Assets

-38-

Question and Answer
Session

-39-

Thank you

-40-