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)
August 10, 2004

CNB FINANCIAL CORPORATION
(Exact name of Registrant as specified in its Charter)

Pennsylvania 2-88511 25-1450605
(State or other jurisdiction
of incorporation) 		(SEC File No.)   (IRS Employer
Identification Number)

County National Bank
1 South Second Street
PO Box 42
Clearfield, Pennsylvania 16830
(Address of principal executive offices)

Registrant’s telephone number, including area code: (814) 765-9621

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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

      (a)  Financial Statements: None

      (b)  Exhibits:

                 99   Press Release Announcing: Third Quarter Dividend

Item 12. Press Releases

        The Board of Directors of CNB Financial Corporation has announced the declaration of a 13 cent per share quarterly dividend payable on September 15, 2004 to shareholders of record on September 3, 2004.

SIGNATURE

        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, thereunto duly authorized.

   CNB Financial Corporation

Date: August 10, 2004 By: /s/ Joseph B. Bower, Jr.
            Joseph B. Bower, Jr.
            Treasurer

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Exhibit 99

News Release

    CCNE
      NASDAQ
       L I S T E D 		  Contact:   Joseph B. Bower, Jr.
                  Treasurer
                  (814) 765-9621

CNB FINANCIAL ANNOUNCES THIRD QUARTER DIVIDEND

CLEARFIELD, PENNSYLVANIA – August 10, 2004

The Board of Directors of CNB Financial Corporation has announced the declaration of a 13 cents per share quarterly dividend payable on September 15, 2004 to shareholders of record on September 3, 2004.

CNB Financial Corporation is a $705 million bank holding company headquartered in Clearfield, PA. It conducts business principally through County National Bank whose market area includes twenty convenient office locations in six counties of Pennsylvania.

For further information regarding the stock of CNB Financial Corporation, please call (814) 765-9621, County National Bank Stock Transfer Department or contact any brokerage firm. The identifying symbol for this security is CCNE.

County National Bank’s website is www.bankcnb.com.

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