FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CUNNINGHAM JOHN J III 		2. Issuer Name and Ticker or Trading Symbol

HARLEYSVILLE NATIONAL CORP [ HNBC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

483 MAIN STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/5/2008
(Street)

HARLEYSVILLE, PA 19438
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/5/2008     A    7109   A   (1) 7109   D  
 
Common Stock   12/5/2008     A    2966   A   (1) 2966   I   By Deferred Compensation Plans   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $11.13   12/5/2008     A     9135       12/5/2008   7/21/2009   Common Stock   9135     (3) 9135   D  
 
Stock Option (Right to Buy)   $10.56   12/5/2008     A     2762       12/5/2008   9/18/2011   Common Stock   2762     (4) 2762   D  
 
Stock Option (Right to Buy)   $12.07   12/5/2008     A     6576       12/5/2008   6/19/2012   Common Stock   6576     (5) 6576   D  
 
Stock Option (Right to Buy)   $16.76   12/5/2008     A     3131       12/5/2008   6/30/2013   Common Stock   3131     (6) 3131   D  
 

Explanation of Responses:
( 1)  Acquired pursuant to the merger agreement between the issuer and Willow Financial Bancorp, Inc. @ exchange ratio of 0.73 shares of HNC common stock for each share of WFBC common stock on the effective date of the merger.
( 2)  The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or any other purpose.
( 3)  This option, which provided for vesting in five equal annual installments beginning July 21, 2000, was assumed by HNC in the merger, adjusted pursuant to the exchange ratio of 0.73 shares of HNC common stock for each share of WFBC common stock, and replaced with an option to purchase 9,135 shares of HNC common stock for $11.13 per share.
( 4)  This option, which provided for vesting in five equal annual installments beginning September 18, 2002, was assumed by HNC in the merger, adjusted pursuant to the exchange ratio of 0.73 shares of HNC common stock for each share of WFBC common stock, and replaced with an option to purchase 2,762 shares of HNC common stock for $10.56 per share.
( 5)  This option, which provided for vesting in five equal annual installments beginning June 19, 2003, was assumed by HNC in the merger, adjusted pursuant to the exchange ratio of 0.73 shares of HNC common stock for each share of WFBC common stock, and replaced with an option to purchase 6,576 shares of HNC common stock for $12.07 per share.
( 6)  This option, which provided for vesting in five equal annual installments beginning June 30, 2004, was assumed by HNC in the merger, adjusted pursuant to the exchange ratio of 0.73 shares of HNC common stock for each share of WFBC common stock, and replaced with an option to purchase 3,131 shares of HNC common stock for $16.76 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CUNNINGHAM JOHN J III
483 MAIN STREET
HARLEYSVILLE, PA 19438 		X



Signatures
Elizabeth F. Chemnitz (POA on File) JOHN J. CUNNINGHAM, III 12/9/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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