<PAGE>   1
<TABLE>
<S>                                                                                          <C>
As filed with the Securities and Exchange Commission on August 15, 2001                Registration No. 333-
</TABLE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                    QNB CORP.
             (Exact Name of Registrant As Specified In Its Charter)

             PENNSYLVANIA                               23-2318082
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)

        10 NORTH THIRD STREET
        QUAKERTOWN, PENNSYLVANIA                       18951-9005
(Address of principal executive offices)               (Zip Code)

                                    QNB CORP.

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

<TABLE>
<S>                                                            <C>
THOMAS J. BISKO, PRESIDENT AND CHIEF EXECUTIVE OFFICER                    Copies To:
                      QNB CORP.                                  NICHOLAS BYBEL, JR., ESQUIRE
               10 NORTH THIRD STREET                            JEAN SVOBODA MCMASTER, ESQUIRE
        QUAKERTOWN, PENNSYLVANIA 18951-9005                        SHUMAKER WILLIAMS, P.C.
                   (215) 538-5600                                    POST OFFICE BOX 88
  (Name, address, including zip code, and telephone            HARRISBURG, PENNSYLVANIA 17108
  number, including area code, of agent for service)                   (717) 763-1121
</TABLE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
     Title of Each Class           Amount     Proposed Maximum  Proposed Maximum     Amount of
      of Securities to             to be       Offering Price      Aggregate       Registration
        be Registered          Registered(1)    Per Share(2)    Offering Price(2)       Fee

<S>                            <C>            <C>               <C>                <C>
Common Stock, $1.25 Par Value     20,000           $29.75           $595,000          $148.75
</TABLE>


(1)   Based on the maximum number of shares of QNB Corp. common stock, par value
      $1.25 per share, authorized for issuance under the plan set forth above.
      In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
      this registration statement also covers an indeterminate number of shares
      of common stock as may become issuable by reason of the anti-dilution
      provisions of the plan.

(2)   Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
      calculating the amount of the registration fee based upon the average of
      the closing bid and asked prices of the common stock on August 13, 2001,
      with respect to the 20,000 shares of common stock issuable under the plan.

                    PAGE 1 OF 27 SEQUENTIALLY NUMBERED PAGES
                       INDEX TO EXHIBITS FOUND ON PAGE 14
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      QNB Corp. files this registration statement to register 20,000 shares of
its common stock, par value $1.25 per share, that may, from time to time, be
issued pursuant to the QNB Corp. Employee Stock Purchase Plan.

      The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified by
Rule 428(b)(1). In accordance with the note to Part I of Form S-8, these
documents have not been filed with the SEC and have been omitted as part of this
registration statement. These documents and the documents incorporated by
reference in the registration statement, pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.

      This prospectus constitutes a part of a registration statement on Form S-8
filed with the SEC. As allowed by the SEC's rules and regulations, this
prospectus does not contain all of the information you can find in the
registration statement and the exhibits to the registration statement. For
further information with respect to us and the securities described in this
prospectus, you should refer to the registration statement, including its
exhibits. Furthermore, the statements contained in this prospectus concerning
any document filed as an exhibit are not necessarily complete and, in each
instance, we refer you to a copy of the document filed as an exhibit to the
registration statement.


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The SEC allows us to "incorporate by reference" the information we file
with it into this prospectus. This means we can disclose information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. We incorporate by reference into this registration statement the
documents listed in Item 3 of Part II of this Form S-8, as filed with the SEC,
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 until all of the securities
registered on this Form S-8 are sold or we deregister the remaining unsold
securities.

      QNB Corp. will provide, without charge, to each plan participant a copy of
the documents incorporated by reference in Item 3 of Part II of this
registration statement, upon written or oral request. Further, plan participants
will be provided, without charge, upon written


                                       I-1
<PAGE>   3
or oral request, other documents required to be delivered pursuant to Rule
428(b). Written requests should be directed to:

                           QNB Corp.
                           Attn: Bret H. Krevolin
                           10 North Third Street
                           Quakertown, Pennsylvania 18951-9005

      Telephone requests may be directed to Bret H. Krevolin, telephone number
(215) 538-5600.

      You should rely only on the information contained in or incorporated by
reference in this prospectus and any supplement. We have not authorized anyone
to provide you with information different from that contained in this
prospectus. The information contained in or incorporated by reference in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of the shares. The delivery of
this prospectus does not, under any circumstances, create any implication that
there has been no change in the company's affairs since the date of this
prospectus.


                                       I-2
<PAGE>   4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      We incorporate the following documents by reference into this registration
statement as filed with the SEC under File No. 0-17706.

      (a)   QNB Corp.'s Annual Report on Form 10-K for the year ended December
            31, 2000, filed with the SEC on March 30, 2001;

      (b)   QNB Corp.'s Quarterly Reports on Form 10-Q for the quarter ended
            March 31, 2001, filed with the SEC on May 15, 2001 and Form 10-Q for
            the quarter ended June 30, 2001, filed with the SEC on August 14,
            2001; and

      (c)   The description of QNB Corp.'s common stock is contained in Exhibit
            99.1 to the Company's Registration Statement No. 333-91201 on Form
            S-8, filed with the SEC on November 18, 1999.

      All documents filed by QNB Corp., pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
prospectus and prior to the filing of a post-effective amendment indicating
that all securities offered have been sold or which deregisters all remaining
unsold securities, are incorporated by reference into this registration
statement and become a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this registration statement automatically updates, modifies and
supersedes the prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

      A description of the securities to be offered is not included because the
common stock is registered under Section 12(g) of the Securities Exchange Act of
1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      No disclosure is required under this item because QNB Corp. did not employ
named experts or counsel on a contingent basis.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), (15 Pa. C.S.A. Sections 1741-1750) provides
that a business corporation has the power under certain circumstances to
indemnify directors, officers, employees and agents against


                                      II-1
<PAGE>   5
certain expenses incurred by them in connection with any threatened, pending or
completed action, suit or proceeding.

      Section 1721 of the BCL (relating to the Board of Directors) declares that
unless otherwise provided by statute or in a by-law adopted by the shareholders,
all powers enumerated in Section 1502 (relating to general powers) and elsewhere
in the BCL or otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and affairs of every
business corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the by-laws, the powers and duties
conferred or imposed upon the board of directors under the BCL shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the by-laws.

      Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:

      (1) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;

      (2) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert competence
of such person; or

      (3) a committee of the board upon which he does not serve, duly designated
in accordance with law, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.

      Section 1716 also states that in discharging the duties of their
respective positions, the board of directors, committees of the board and
individual directors may, in considering the best interests of the corporation,
consider the effects of any action upon employees, upon suppliers and customers
of the corporation and upon communities in which offices or other establishments
of the corporation are located, and all other pertinent factors. The
consideration of those factors shall not constitute a violation of Section 1712.
In addition, absent breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a director or any failure to take any action
shall be presumed to be in the best interests of the corporation.


                                      II-2
<PAGE>   6
      Moreover, Section 1713 addresses the personal liability of directors and
states that if a by-law adopted by the shareholders so provides, a director
shall not be personally liable, as such, for monetary damages for any action
taken, or any failure to take any action, unless:

      (1) the director has breached or failed to perform the duties of his
office under this section; and

      (2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

      The provisions discussed above shall not apply to:

      (1) the responsibility or liability of a director pursuant to any criminal
statute; or

      (2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.

      Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the dissent in
writing to the secretary of the corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a director from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.

      Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with the action or proceeding if such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of any
action or proceeding by judgment, order, settlement or conviction or upon a plea
of nolo contendere or its equivalent shall not of itself create a presumption
that the person did not act in good faith and in a manner that he reasonably
believed to be in, or not opposed to,


                                      II-3
<PAGE>   7
the best interests of the corporation, and with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was not unlawful.

      Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative of the corporation, or is or was serving
at the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made under this section in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the court of
common pleas of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court of
common pleas or such other court shall deem proper.

      Section 1743 of the BCL (relating to mandatory indemnification) provides
for mandatory indemnification of directors and officers such that to the extent
that a representative of the business corporation has been successful on the
merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to derivative
actions), or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

      Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions) shall
be made by the business corporation only as authorized in the specific case upon
a determination that indemnification of the representative is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:

      (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding;

      (2) if such quorum is not obtainable, or, if obtainable and a majority
vote of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or

      (3) by the shareholders.


                                      II-4
<PAGE>   8
      Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the business corporation in advance
of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.

      Section 1746 of the BCL (relating to supplementary coverage) provides that
the indemnification and advancement of expenses provided by or granted pursuant
to the other sections of the BCL shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any other by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

      Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

      Section 1746 further declares that indemnification under any by-law,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Such indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.

      Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its by-laws, a business corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability under
the provisions of the BCL. Such insurance is declared to be consistent with the
Commonwealth of Pennsylvania's public policy.

      Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representative of that person.

      Article VII of the Registrant's By-laws provides a broad range of
indemnification for its officers and directors. In essence, officers and
directors will be indemnified for any act


                                      II-5
<PAGE>   9
committed while in the course of their association with the Registrant provided
that the act was in good faith and in a manner reasonably believed to be in, or
not opposed to the Registrant's best interests. Officers and directors will be
presumed to be entitled to indemnification, absent breaches of fiduciary duty,
lack of good faith or self-dealing and shall be entitled to indemnification
unless their conduct is determined by a court to have constituted willful
misconduct or recklessness.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NO.                      EXHIBITS
-------                  --------
<S>           <C>
4.1           Articles of Incorporation of Registrant, as amended and restated.
              (Incorporated by reference to Exhibit 3(i) of Registrant's Form 10-Q
              filed with the SEC on August 13, 1998.)

4.2           By-laws of Registrant, as amended and restated. (Incorporated by
              reference to Exhibit 3(ii) of Registrant's Form 10-Q filed with the SEC
              on August 13, 1998.)

5             Opinion of Shumaker Williams, P.C. re: legality.

23.1          Consent of KPMG LLP.

23.2          Consent of Shumaker Williams, P.C. (included in Exhibit 5).

24            Power of Attorney of Directors and Officers (included on Signature
              Pages).

99.1          QNB Corp. Employee Stock Purchase Plan.
</TABLE>


                                      II-6
<PAGE>   10
ITEM 9. UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement; provided,
                        however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
                        apply if the information required to be included in a
                        post-effective amendment by those paragraphs is
                        contained in periodic reports filed with or furnished to
                        the SEC by the Registrant pursuant to Section 13 or
                        Section 15(d) of the Securities Exchange Act of 1934
                        that are incorporated by reference in the registration
                        statement.

            (2) That, for the purpose of determining any liability under the
            Securities Act of 1933, each post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

            (3) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 that is
            incorporated by reference in the registration statement shall be
            deemed to be a new registration


                                      II-7
<PAGE>   11
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

      (h)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act of 1933 and is, therefore, unenforceable. In the
            event that a claim for indemnification against such liabilities,
            other than the payment by the registrant of expenses incurred or
            paid by a director, officer or controlling person of the registrant
            in the successful defense of any action, suit or proceeding is
            asserted by such director, officer or controlling person in
            connection with the securities being registered, the registrant
            will, unless in the opinion of its counsel the matter has been
            settled by controlling precedent, submit to a court of appropriate
            jurisdiction the question whether such indemnification by it is
            against public policy as expressed in the Securities Act of 1933 and
            will be governed by the final adjudication of such issue.


                                      II-8
<PAGE>   12
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Quakertown, Commonwealth of Pennsylvania on August 10,
2001.

                                 QNB CORP.
                                 (Registrant)


                                 By: /s/ Thomas J. Bisko
                                    -------------------------------------------
                                         Thomas J. Bisko
                                         President and Chief Executive Officer


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas J. Bisko and Bret H. Krevolin, and each of
them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this registration statement
and to file the same, will all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                                                 Capacity                    Date
                                                 --------                    ----

<S>                                    <C>                             <C>
/s/ Thomas J. Bisko                    President,                      August 10, 2001
----------------------------------     Chief Executive Officer,
Thomas J. Bisko                        Treasurer and Director
                                       (Principal Executive Officer)


/s/ Bret H. Krevolin                   (Principal Financial            August 10, 2001
----------------------------------     and Accounting Officer)
Bret H. Krevolin
</TABLE>
<PAGE>   13
<TABLE>
<S>                                    <C>                             <C>
/s/ Norman L. Baringer                 Director                        August 10, 2001
----------------------------------
Norman L. Baringer


/s/ Kenneth F. Brown, Jr.              Director                        August 14, 2001
----------------------------------
Kenneth F. Brown, Jr.


/s/ Dennis Helf                        Director                        August 14, 2001
----------------------------------
Dennis Helf


/s/ Donald T. Knauss                   Director                        August 10, 2001
----------------------------------
Donald T. Knauss


/s/ Charles M. Meredith, III           Secretary and                   August 10, 2001
----------------------------------     Director
Charles M. Meredith, III


                                       Director                                 , 2001
----------------------------------                                     ---------
Gary S. Parzych


/s/ Henry L. Rosenberger               Director                        August 10, 2001
----------------------------------
Henry L. Rosenberger


                                       Director                                 , 2001
----------------------------------                                     ---------
Edgar L. Stauffer
</TABLE>
<PAGE>   14
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                    PAGE NO.
                                                                                IN SEQUENTIALLY
                                                                                    NUMBERED
EXHIBIT NO.                                                                         ORIGINAL
-----------                                                                     ---------------
<S>           <C>                                                               <C>
4.1           Articles of Incorporation of Registrant, as amended and                    *
              restated.  (Incorporated by reference to Exhibit 3(i) of
              Registrant's Form 10-Q filed with the SEC on August 13, 1998.)

4.2           By-laws of Registrant, as amended and restated. (Incorporated              *
              by reference to Exhibit 3(ii) of Registrant's Form 10-Q filed
              with the SEC on August 13, 1998.)

5             Opinion of Shumaker Williams, P.C. re: legality.                          15

23.1          Consent of KPMG  LLP.                                                     17

23.2          Consent of Shumaker Williams, P.C. (included in Exhibit 5).                -

24            Power of Attorney of Directors and Officers (included on                   -
              Signature Pages).

99.1          QNB Corp. Employee Stock Purchase Plan.                                   18
</TABLE>


*     Incorporated by reference.
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{"company-data": {"conformed-name": "QNB CORP", "cik": "0000750558", "assigned-sic": "6021", "irs-number": "232318082", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67588", "film-number": "1715561"}, "business-address": {"street1": "10 NORTH THIRD STREET", "city": "QUAKERTOWN", "state": "PA", "zip": "18951-9005", "phone": "2155385600"}}
1
As filed with the Securities and Exchange Commission on August 15, 2001                Registration No. 333-
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                    QNB CORP.
             (Exact Name of Registrant As Specified In Its Charter)

             PENNSYLVANIA                               23-2318082
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                 Identification No.)

        10 NORTH THIRD STREET
        QUAKERTOWN, PENNSYLVANIA                       18951-9005
(Address of principal executive offices)               (Zip Code)

                                    QNB CORP.

                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
THOMAS J. BISKO, PRESIDENT AND CHIEF EXECUTIVE OFFICER                    Copies To:
                      QNB CORP.                                  NICHOLAS BYBEL, JR., ESQUIRE
               10 NORTH THIRD STREET                            JEAN SVOBODA MCMASTER, ESQUIRE
        QUAKERTOWN, PENNSYLVANIA 18951-9005                        SHUMAKER WILLIAMS, P.C.
                   (215) 538-5600                                    POST OFFICE BOX 88
  (Name, address, including zip code, and telephone            HARRISBURG, PENNSYLVANIA 17108
  number, including area code, of agent for service)                   (717) 763-1121
CALCULATION OF REGISTRATION FEE
Title of Each Class           Amount     Proposed Maximum  Proposed Maximum     Amount of
      of Securities to             to be       Offering Price      Aggregate       Registration
        be Registered          Registered(1)    Per Share(2)    Offering Price(2)       Fee
Common Stock, $1.25 Par Value     20,000           $29.75           $595,000          $148.75
(1)   Based on the maximum number of shares of QNB Corp. common stock, par value
      $1.25 per share, authorized for issuance under the plan set forth above.
      In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
      this registration statement also covers an indeterminate number of shares
      of common stock as may become issuable by reason of the anti-dilution
      provisions of the plan.

(2)   Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
      calculating the amount of the registration fee based upon the average of
      the closing bid and asked prices of the common stock on August 13, 2001,
      with respect to the 20,000 shares of common stock issuable under the plan.

                    PAGE 1 OF 27 SEQUENTIALLY NUMBERED PAGES
                       INDEX TO EXHIBITS FOUND ON PAGE 14
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      QNB Corp. files this registration statement to register 20,000 shares of
its common stock, par value $1.25 per share, that may, from time to time, be
issued pursuant to the QNB Corp. Employee Stock Purchase Plan.

      The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified by
Rule 428(b)(1). In accordance with the note to Part I of Form S-8, these
documents have not been filed with the SEC and have been omitted as part of this
registration statement. These documents and the documents incorporated by
reference in the registration statement, pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.

      This prospectus constitutes a part of a registration statement on Form S-8
filed with the SEC. As allowed by the SEC's rules and regulations, this
prospectus does not contain all of the information you can find in the
registration statement and the exhibits to the registration statement. For
further information with respect to us and the securities described in this
prospectus, you should refer to the registration statement, including its
exhibits. Furthermore, the statements contained in this prospectus concerning
any document filed as an exhibit are not necessarily complete and, in each
instance, we refer you to a copy of the document filed as an exhibit to the
registration statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The SEC allows us to "incorporate by reference" the information we file
with it into this prospectus. This means we can disclose information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. We incorporate by reference into this registration statement the
documents listed in Item 3 of Part II of this Form S-8, as filed with the SEC,
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 until all of the securities
registered on this Form S-8 are sold or we deregister the remaining unsold
securities.

      QNB Corp. will provide, without charge, to each plan participant a copy of
the documents incorporated by reference in Item 3 of Part II of this
registration statement, upon written or oral request. Further, plan participants
will be provided, without charge, upon written

                                       I-1
3
or oral request, other documents required to be delivered pursuant to Rule
428(b). Written requests should be directed to:

                           QNB Corp.
                           Attn: Bret H. Krevolin
                           10 North Third Street
                           Quakertown, Pennsylvania 18951-9005

      Telephone requests may be directed to Bret H. Krevolin, telephone number
(215) 538-5600.

      You should rely only on the information contained in or incorporated by
reference in this prospectus and any supplement. We have not authorized anyone
to provide you with information different from that contained in this
prospectus. The information contained in or incorporated by reference in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of the shares. The delivery of
this prospectus does not, under any circumstances, create any implication that
there has been no change in the company's affairs since the date of this
prospectus.

                                       I-2
4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      We incorporate the following documents by reference into this registration
statement as filed with the SEC under File No. 0-17706.

      (a)   QNB Corp.'s Annual Report on Form 10-K for the year ended December
            31, 2000, filed with the SEC on March 30, 2001;

      (b)   QNB Corp.'s Quarterly Reports on Form 10-Q for the quarter ended
            March 31, 2001, filed with the SEC on May 15, 2001 and Form 10-Q for
            the quarter ended June 30, 2001, filed with the SEC on August 14,
            2001; and

      (c)   The description of QNB Corp.'s common stock is contained in Exhibit
            99.1 to the Company's Registration Statement No. 333-91201 on Form
            S-8, filed with the SEC on November 18, 1999.

      All documents filed by QNB Corp., pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
prospectus and prior to the filing of a post-effective amendment indicating
that all securities offered have been sold or which deregisters all remaining
unsold securities, are incorporated by reference into this registration
statement and become a part hereof from the date of filing such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference in this registration statement automatically updates, modifies and
supersedes the prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

      A description of the securities to be offered is not included because the
common stock is registered under Section 12(g) of the Securities Exchange Act of
1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      No disclosure is required under this item because QNB Corp. did not employ
named experts or counsel on a contingent basis.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), (15 Pa. C.S.A. Sections 1741-1750) provides
that a business corporation has the power under certain circumstances to
indemnify directors, officers, employees and agents against

                                      II-1
5
certain expenses incurred by them in connection with any threatened, pending or
completed action, suit or proceeding.

      Section 1721 of the BCL (relating to the Board of Directors) declares that
unless otherwise provided by statute or in a by-law adopted by the shareholders,
all powers enumerated in Section 1502 (relating to general powers) and elsewhere
in the BCL or otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and affairs of every
business corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the by-laws, the powers and duties
conferred or imposed upon the board of directors under the BCL shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the by-laws.

      Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:

      (1) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;

      (2) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert competence
of such person; or

      (3) a committee of the board upon which he does not serve, duly designated
in accordance with law, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.

      Section 1716 also states that in discharging the duties of their
respective positions, the board of directors, committees of the board and
individual directors may, in considering the best interests of the corporation,
consider the effects of any action upon employees, upon suppliers and customers
of the corporation and upon communities in which offices or other establishments
of the corporation are located, and all other pertinent factors. The
consideration of those factors shall not constitute a violation of Section 1712.
In addition, absent breach of fiduciary duty, lack of good faith or
self-dealing, actions taken as a director or any failure to take any action
shall be presumed to be in the best interests of the corporation.

                                      II-2
6
      Moreover, Section 1713 addresses the personal liability of directors and
states that if a by-law adopted by the shareholders so provides, a director
shall not be personally liable, as such, for monetary damages for any action
taken, or any failure to take any action, unless:

      (1) the director has breached or failed to perform the duties of his
office under this section; and

      (2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

      The provisions discussed above shall not apply to:

      (1) the responsibility or liability of a director pursuant to any criminal
statute; or

      (2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.

      Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the dissent in
writing to the secretary of the corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a director from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.

      Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was a representative of the corporation, or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with the action or proceeding if such person acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of any
action or proceeding by judgment, order, settlement or conviction or upon a plea
of nolo contendere or its equivalent shall not of itself create a presumption
that the person did not act in good faith and in a manner that he reasonably
believed to be in, or not opposed to,

                                      II-3
7
the best interests of the corporation, and with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was not unlawful.

      Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its by-laws, a business corporation shall have
the power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative of the corporation, or is or was serving
at the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made under this section in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the court of
common pleas of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action was brought determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court of
common pleas or such other court shall deem proper.

      Section 1743 of the BCL (relating to mandatory indemnification) provides
for mandatory indemnification of directors and officers such that to the extent
that a representative of the business corporation has been successful on the
merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to derivative
actions), or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

      Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions) shall
be made by the business corporation only as authorized in the specific case upon
a determination that indemnification of the representative is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:

      (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding;

      (2) if such quorum is not obtainable, or, if obtainable and a majority
vote of a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or

      (3) by the shareholders.

                                      II-4
8
      Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the business corporation in advance
of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.

      Section 1746 of the BCL (relating to supplementary coverage) provides that
the indemnification and advancement of expenses provided by or granted pursuant
to the other sections of the BCL shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any other by-law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

      Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

      Section 1746 further declares that indemnification under any by-law,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Such indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.

      Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its by-laws, a business corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against that liability under
the provisions of the BCL. Such insurance is declared to be consistent with the
Commonwealth of Pennsylvania's public policy.

      Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a representative of the
corporation and shall inure to the benefit of the heirs and personal
representative of that person.

      Article VII of the Registrant's By-laws provides a broad range of
indemnification for its officers and directors. In essence, officers and
directors will be indemnified for any act

                                      II-5
9
committed while in the course of their association with the Registrant provided
that the act was in good faith and in a manner reasonably believed to be in, or
not opposed to the Registrant's best interests. Officers and directors will be
presumed to be entitled to indemnification, absent breaches of fiduciary duty,
lack of good faith or self-dealing and shall be entitled to indemnification
unless their conduct is determined by a court to have constituted willful
misconduct or recklessness.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT
NO.                      EXHIBITS
-------                  --------
4.1           Articles of Incorporation of Registrant, as amended and restated.
              (Incorporated by reference to Exhibit 3(i) of Registrant's Form 10-Q
              filed with the SEC on August 13, 1998.)

4.2           By-laws of Registrant, as amended and restated. (Incorporated by
              reference to Exhibit 3(ii) of Registrant's Form 10-Q filed with the SEC
              on August 13, 1998.)

5             Opinion of Shumaker Williams, P.C. re: legality.

23.1          Consent of KPMG LLP.

23.2          Consent of Shumaker Williams, P.C. (included in Exhibit 5).

24            Power of Attorney of Directors and Officers (included on Signature
              Pages).

99.1          QNB Corp. Employee Stock Purchase Plan.
II-6
10
ITEM 9. UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        registration statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement; provided,
                        however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
                        apply if the information required to be included in a
                        post-effective amendment by those paragraphs is
                        contained in periodic reports filed with or furnished to
                        the SEC by the Registrant pursuant to Section 13 or
                        Section 15(d) of the Securities Exchange Act of 1934
                        that are incorporated by reference in the registration
                        statement.

            (2) That, for the purpose of determining any liability under the
            Securities Act of 1933, each post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

            (3) To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain unsold
            at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 that is
            incorporated by reference in the registration statement shall be
            deemed to be a new registration

                                      II-7
11
            statement relating to the securities offered therein, and the
            offering of such securities at that time shall be deemed to be the
            initial bona fide offering thereof.

      (h)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act of 1933 and is, therefore, unenforceable. In the
            event that a claim for indemnification against such liabilities,
            other than the payment by the registrant of expenses incurred or
            paid by a director, officer or controlling person of the registrant
            in the successful defense of any action, suit or proceeding is
            asserted by such director, officer or controlling person in
            connection with the securities being registered, the registrant
            will, unless in the opinion of its counsel the matter has been
            settled by controlling precedent, submit to a court of appropriate
            jurisdiction the question whether such indemnification by it is
            against public policy as expressed in the Securities Act of 1933 and
            will be governed by the final adjudication of such issue.

                                      II-8
12
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Quakertown, Commonwealth of Pennsylvania on August 10,
2001.

                                 QNB CORP.
                                 (Registrant)

                                 By: /s/ Thomas J. Bisko
                                    -------------------------------------------
                                         Thomas J. Bisko
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas J. Bisko and Bret H. Krevolin, and each of
them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this registration statement
and to file the same, will all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Capacity                    Date
                                                 --------                    ----
/s/ Thomas J. Bisko                    President,                      August 10, 2001
----------------------------------     Chief Executive Officer,
Thomas J. Bisko                        Treasurer and Director
                                       (Principal Executive Officer)

/s/ Bret H. Krevolin                   (Principal Financial            August 10, 2001
----------------------------------     and Accounting Officer)
Bret H. Krevolin
13
/s/ Norman L. Baringer                 Director                        August 10, 2001
----------------------------------
Norman L. Baringer

/s/ Kenneth F. Brown, Jr.              Director                        August 14, 2001
----------------------------------
Kenneth F. Brown, Jr.

/s/ Dennis Helf                        Director                        August 14, 2001
----------------------------------
Dennis Helf

/s/ Donald T. Knauss                   Director                        August 10, 2001
----------------------------------
Donald T. Knauss

/s/ Charles M. Meredith, III           Secretary and                   August 10, 2001
----------------------------------     Director
Charles M. Meredith, III

                                       Director                                 , 2001
----------------------------------                                     ---------
Gary S. Parzych

/s/ Henry L. Rosenberger               Director                        August 10, 2001
----------------------------------
Henry L. Rosenberger

                                       Director                                 , 2001
----------------------------------                                     ---------
Edgar L. Stauffer
14
                                INDEX TO EXHIBITS
PAGE NO.
                                                                                IN SEQUENTIALLY
                                                                                    NUMBERED
EXHIBIT NO.                                                                         ORIGINAL
-----------                                                                     ---------------
4.1           Articles of Incorporation of Registrant, as amended and                    *
              restated.  (Incorporated by reference to Exhibit 3(i) of
              Registrant's Form 10-Q filed with the SEC on August 13, 1998.)

4.2           By-laws of Registrant, as amended and restated. (Incorporated              *
              by reference to Exhibit 3(ii) of Registrant's Form 10-Q filed
              with the SEC on August 13, 1998.)

5             Opinion of Shumaker Williams, P.C. re: legality.                          15

23.1          Consent of KPMG  LLP.                                                     17

23.2          Consent of Shumaker Williams, P.C. (included in Exhibit 5).                -

24            Power of Attorney of Directors and Officers (included on                   -
              Signature Pages).

99.1          QNB Corp. Employee Stock Purchase Plan.                                   18
*     Incorporated by reference.