January 28, 2020

Joseph B. Bower, Jr.
President and Chief Executive Officer
CNB Financial Corp
1 South Second Street, P.O. Box 42
Clearfield, PA 16830

       Re: CNB Financial Corp
           Registration Statement on Form S-3
           Filed January 22, 2020
           File No. 333-236018

Dear Mr. Bower:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

       Please contact Jessica Livingston at 202-551-3448 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Finance