Filed Pursuant to
                                                    Rule 424(b)(3)
                                                    Registration No. 333-81543


                 Supplement to Prospectus/Proxy Statement of
            CNB Financial Corporation and The First National Bank
                       of Spangler dated July 14, 1999
                       -------------------------------


1. The last sentence of the first paragraph under "SUMMARY-Vote Required"
   at page 8 of the Prospectus/Proxy Statement is replaced by the following:

        Neither CNB nor County beneficially owns any shares of Spangler
        Common Stock. Robert G. Spencer, a director of CNB and County,
        beneficially owns five shares of Spangler Common Stock.

2. The Office of the Comptroller of the Currency has approved the application
   for the merger of The First National Bank of Spangler with and into County
   National Bank. See "THE MERGER-Regulatory Approval" at page 31 of the
   Prospectus/Proxy Statement. It is therefore anticipated that if the merger
   agreement is approved by the Spangler stockholders at the special meeting
   scheduled for August 17, 1999 and the remaining conditions to the merger are
   met or waived, the merger will take place shortly following that meeting.


The date of this Supplement is August 3, 1999.