SEC Form 4

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

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

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1. Name and Address of Reporting Person^*

BATEMAN II, WALTER R

(Last) (First) (Middle)

483 MAIN STREET

(Street)

HARLEYSVILLE, PA 19438-0195

(City) (State) (Zip)

USA

2. Issuer Name and Ticker
or Trading Symbol

HARLEYSVILLE NATIONAL CORPORATION HNBC

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Year)

January 3, 2003

5. If Amendment,
Date of Original
(Month/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

X Director 10% Owner

Officer Other

Officer/Other

Description

7. Individual or Joint/Group
Filing (Check Applicable Line)

X Individual Filing

Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8) Code \| V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned at End ofMonth (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK				1,050.000	D
COMMON STOCK				157.000	I	By Spouse

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).

(over)
SEC 1474 (3-99)

BATEMAN II, WALTER R - January 3, 2003

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code \| V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned at End of Month (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
HNBC (RIGHT TO BUY) - 5 (1)	$25.990	01/02/2003	A \|	(A) 4,200	07/02/2003 \| 01/02/2013	COMMON STOCK - 4,200		4,200	D

Explanation of Responses :

** 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.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.

By: Elizabeth F. Chemnitz (POA on File)
________________________________ 01-03-2003
** Signature of Reporting Person Date

Power of Attorney

Page 2
SEC 1474 (3-99)

BATEMAN II, WALTER R - January 3, 2003

Form 4 (continued)

FOOTNOTE Descriptions for HARLEYSVILLE NATIONAL CORPORATION HNBC

Form 4 - January 3, 2003

WALTER R BATEMAN II
483 MAIN STREET

HARLEYSVILLE, PA 19438-0195

Explanation of responses:

(1) Non-qualified stock option granted under HNC 1998 Independent Directors Stock Option Plan - Vesting 100% after 6 months.

Page 3

BATEMAN WALTER R II 4