EXIHIBIT 99
NEWS RELEASE
 
Date:                          May 5, 1999
 
CONTACTS:
Media:                         Investors:
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County National Bank
William F. Falger              William A. Franson
(814)765-9621                  (814)765-9621
 
PNC Bank
Bruce Whitehair                William H. Callihan
(814)871-9586                  (412)762-8257
bruce.whitehair@pncbank.com    invrela@pncmail.com
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                                                   FOR IMMEDIATE RELEASE

COUNTY NATIONAL BANK TO ACQUIRE FOUR PNC BANK BRANCHES IN NORTHWEST PENNSYLVANIA

Erie, PA, May 5, 1999 - CNB Financial Corporation (NASDAQ: CCNE) and PNC Bank
Corp. (NYSE: PNC) today announced that their banking subsidiaries have reached a
definitive agreement for County National Bank to purchase four PNC Bank, N.A.
branches in Northwest Pennsylvania from PNC Bank.  The agreement includes the
acquisition of PNC Bank branch offices, related deposits and consumer loans and
small business relationships at the following branches:  Bradford, Kane (McKean
County), Ridgway and Johnsonburg (Elk County).

          County National Bank will acquire approximately $113 million in
deposits, approximately $27 million in consumer and business banking loans,
along with related fixed assets, leases and safe deposit business.  PNC Bank
will retain its large corporate, brokerage, trust, merchant services and
mortgage customers.

          Terms of the agreement were not fully disclosed.  The transaction,
subject to regulatory approval, is expected to be completed by the end of
September 1999.

          "This transaction is significant to County National Bank and this
holding company" said James P. Moore, President and CEO of the CNB Financial
Corporation.  "It will provide us with

 
additional banking offices in three new communities and enable us to
significantly expand our presence in the Bradford area."

          Under terms of the agreement, approximately 20 employees of these PNC
Bank branches will be offered employment at County National Bank.

          "The acquisition of these offices will complement our existing offices
in Elk and McKean counties," stated William F. Falger, President and Chief
Executive Officer of County National Bank.  "PNC Bank customers will receive a
high level of customer service and a broad array of financial products at
competitive rates and terms."

          "This transaction is part of PNC Bank's ongoing efforts to optimize
our branch network," said Joseph C. Guyaux, chief executive officer for the
Regional Community Bank of PNC Bank.  "The decision to sell these branches was
made after a thorough analysis that determined we had an insufficient market
share in these localities to produce an appropriate return for our
shareholders."

          PNC Bank Corp., headquartered in Pittsburgh, is one of the largest
diversified financial services organizations in the United States.  Its major
businesses include Regional Community Banking, Corporate Banking, Private
Banking, Mortgage Banking, Secured Finance, Asset Management and Mutual Funds
Servicing.

          CNB Financial Corporation, with assets of more than $450 million, is a
single bank holding company and is the parent of County National Bank which
operates 16 banking offices throughout Clearfield, Centre, Elk, Jefferson and
McKean counties.  The Bank employs approximately 208 people and also provides
extensive services through its Trust and Asset Management division.

          County National Bank's website is http://www.bankcnb.com.