- Amended Statement of Changes in Beneficial Ownership (4/A)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * COUGHEY DONNA M	2. Issuer Name and Ticker or Trading Symbol HARLEYSVILLE NATIONAL CORP [ HNBC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) EVP - HNC
(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) 12/9/2008	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		36627	A	(1)	36627	D
Common Stock	12/5/2008		A		8824	A	(1)	8824	I	By spouse
Common Stock	12/5/2008		A		11479	A	(1)	11479	I	By IRA
Common Stock	12/5/2008		A		6100	A	(1)	6100	I	By 401(k) Plan
Common Stock	12/5/2008		A		10276	A	(1)	10276	I	By Deferred Compensation Plan   (2)
Common Stock	12/5/2008   (5)		A		6703	A	(6)	6703	D

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)	$12.07	12/5/2008		A		1972		12/5/2008	6/19/2012	Common Stock	1972	(3)	1972	D
Stock Option (Right to Buy)	$16.76	12/5/2008		A		13405		12/5/2008	6/30/2013	Common Stock	13405	(4)	13405	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 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 1,972 shares of HNC common stock for $12.07 per share.
( 4)	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 13,405 shares of HNC common stock for $16.76 per share.
( 5)	Calculations were not available until after Form 4 filing deadline.
( 6)	Pursuant to the merger of Harleysville National Corporation (Harleysville) and Willow Financial Bancorp (Willow), all outstanding restricted stock awards of Willow fully vested upon change of control, on 12/5/2008. Shares were withheld to cover taxes. Net shares issued were subject to conversion to Harleysville shares @ 0.73 times the number of WFBC shares.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COUGHEY DONNA M 483 MAIN STREET HARLEYSVILLE, PA 19438			EVP - HNC

Signatures
Elizabeth F. Chemnitz (POA on File) DONNA M. COUGHEY		12/16/2008
** 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.