<TABLE>
<CAPTION>
                                                                               REGISTRATION NO. 333-_________

-------------------------------------------------------------------------------------------------------------
                                                                             
                                     SECURITIES AND EXCHANGE COMMISSION
                                           WASHINGTON, D.C. 20549

                                                 ---------

                                                 FORM S-8
                                          REGISTRATION STATEMENT
                                                   UNDER
                                        THE SECURITIES ACT OF 1933
                                            CNB FINANCIAL CORP.
 .............................................................................................................
                           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                       New York                                             22-3203747
 .....................................................     ...................................................
           (State or other jurisdiction of                               (I.R.S. Employer
            incorporation or organization)                              Identification No.)

       24 Church Street, Canajoharie, New York                                 13317
 .....................................................     ...................................................
       (Address of Principal Executive Offices)                             (Zip Code)

                              CNB Financial Corp. Incentive Stock Option Plan
 .............................................................................................................
                                         (Full title of the plan)

                           Donald L. Brass, President and Chief Executive Officer
                                24 Church Street, Canajoharie, New York 13317
 .............................................................................................................
                                   (Name and address of agent for service)

                                               (518) 673-3243
 .............................................................................................................
                         (Telephone number, including area code, of agent for service)

                                       CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                   Proposed             Proposed
       Title of                                    maximum               maximum
      securities              Amount               offering             aggregate            Amount of
        to be                  to be                price               offering            registration
      registered            registered            per share*             price*                 fee
-------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                <C>                     <C>
Common Stock, $1.25        199,900 shares          $19.5625           $3,910,543.80           $1153.61
par value per share
-------------------------------------------------------------------------------------------------------------
*  Estimated  pursuant  to Rule 457  solely  for  purposes  of  calculating  the
registration  fee and based upon the average high and low prices reported by the
Nasdaq National Market on October 27, 1998.

                                          Exhibit Index on page 4.
-------------------------------------------------------------------------------------------------------------

                                                Page 1 of 6
</TABLE>
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by CNB Financial Corp. (the "Company")
(Exchange Act File No. 000-23730) with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference and made a part hereof:

     (a)  Annual Report on Form 10-K for the year ended December 31, 1997, filed
          with the Commission on March 31, 1998;

     (b)  Quarterly Reports on Forms 10-Q for the quarterly periods ended March
          31, 1998 and June 30, 1998, filed with the Commission on May 15, 1998
          and August 14, 1998, respectively;

     (c)  Periodic Report on Form 8-K, filed with the Commission on March 5,
          1998; and

     (d)  The descriptions of the Company's Common Stock contained in the
          Company's registration statements filed under section 12 of the
          Securities Exchange Act of 1934, including any amendments or reports
          filed for the purpose of updating such descriptions.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                  Page 2 of 6
<PAGE>



ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Under the New York Business Corporation Law ("NYBCL"), a corporation may
indemnify its directors and officers made, or threatened to be made, a party to
any action or proceeding, except for stockholder derivative suits, if such
director or officer acted in good faith, for a purpose which he or she
reasonably believed to be in or, in the case of service to another corporation
or enterprise, not opposed to, the best interests of the corporation, and, in
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith for a purpose
which he or she reasonably believed to be in or, in the case of service to
another corporation or enterprise, not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of (i) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (ii) 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 in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.

     Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by (i) the disinterested directors if a quorum is available, (ii) the
board upon the written opinion of independent legal counsel or (iii) the
stockholders.

     The indemnification described above under the NYBCL is not exclusive of
other indemnification rights to which a director or officer may be entitled,
whether contained in the certificate of incorporation or bylaws or when
authorized by (i) such certificate of incorporation or bylaws; (ii) a resolution
of stockholders, (iii) a resolution of directors or (iv) an agreement providing
for such indemnification, provided that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.

     The foregoing statement is qualified in its entirety by reference to
Sections 715, 717, 721 through 725 of the NYBCL.

     Article V of the Bylaws of the Company provides that the Company shall
indemnify any person made, or threatened to be made, a party to an action, suit
or proceeding, 

                                  Page 3 of 6
<PAGE>




whether criminal, civil, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Corporation, or served any other
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise at the request of the corporation while he was such a director or
officer, to the fullest extent permitted by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     4.1  Certificate of Incorporation of the Company, previously filed with the
          Commission as Exhibit B to the Company's Registration Statement on
          Form S-4 (No. 33-45522) and incorporated herein by reference.

     4.2  Amendment to the Certificate of Incorporation of the Company

     4.3  Amendment to the Certificate of Incorporation of the Company

     4.4  Amendment to the Certificate of Incorporation of the Company

     4.5  Bylaws of the Company, previously filed with the Commission as Exhibit
          C to the Company's Registration Statement on Form S-4 (No. 33-45522)
          and incorporated herein by reference.

     4.6  CNB Financial Corp. Incentive Stock Option Plan.

     5.1  Opinion of Bond, Schoeneck & King, LLP as to the validity of certain
          shares being registered.

     23.1 Consent of KPMG Peat Marwick LLP.

     23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1).

     24   Power of Attorney (included at page 6 of this Registration Statement).

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:


  1. (a)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement to
          include any material information with respect to the plan of


                                  Page 4 of 6
<PAGE>




          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.

     (b)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such 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.

     (c)  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.

  2.      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 15(d) of the Securities Exchange Act of 1934 (and,
          where applicable, each filing of an employee benefit plan's annual
          report pursuant to 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 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.      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 Act 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 Act and will be
          governed by the final adjudication of such issue.

                                  Page 5 of 6
<PAGE>

                                   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 the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Canajoharie, New York on the 19th day of October, 1998.

                                       CNB FINANCIAL CORP.


                                       By: /s/ DONALD L. BRASS    
                                       -------------------------------
                                               Donald L. Brass
                                               President and CEO

     Each person whose signature appears below hereby authorizes Donald L.
Brass, as attorney-in-fact, to execute in the name of such person and to file
this registration statement (including any changes that he may deem necessary or
appropriate) and any amendments, including post-effective amendments, hereto.

     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>

              SIGNATURES                         TITLE                                 DATE
              ----------                         -----                                 ----
<S>                                     <C>                                       <C>  
/s/ DONALD L. BRASS                     President and CEO; Director               October 19, 1998  
-----------------------------   
    Donald L. Brass                     


/s/ PETER J. CORSO                      Executive Vice President                  October 19, 1998 
-----------------------------           and Chief Financial Officer                                
    Peter J. Corso                                              
                                        

/s/ J. CARL BARBIC                      Director                                  October 19, 1998 
-----------------------------           
    J. Carl Barbic

/s/ DAVID J. NOLAN                      Director                                  October 19, 1998 
-----------------------------            
    David J. Nolan                                                                                 
                                        
/s/ VAN NESS D. ROBINSON                Director                                  October 19, 1998 
-----------------------------             
    VanNess D. Robinson                                                                              
                                        

/s/ ALLEN H. SAMUELS                    Director                                  October 19, 1998  
-----------------------------           
    Allen H. Samuels


/s/ JOSEPH A. SANTANGELO                Director                                  October 19, 1998  
-----------------------------           
    Joseph A. Santangelo                


/s/ JOHN P. WOODS, JR.                  Director                                  October 19, 1998  
-----------------------------           
    John P. Woods, Jr.

                                                   Page 6 of 6
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17236}]
{"company-data": {"conformed-name": "CNB FINANCIAL CORP /NY/", "cik": "0000883756", "assigned-sic": "6022", "irs-number": "223203747", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66721", "film-number": "98737047"}, "business-address": {"street1": "24 CHURCH ST", "city": "CANAJOHARIE", "state": "NY", "zip": "13317", "phone": "5186734221"}, "mail-address": {"street1": "24 CHURCH STREET", "city": "CANAJOHARIE", "state": "NY", "zip": "13317"}}
REGISTRATION NO. 333-_________

-------------------------------------------------------------------------------------------------------------
                                                                             
                                     SECURITIES AND EXCHANGE COMMISSION
                                           WASHINGTON, D.C. 20549

                                                 ---------

                                                 FORM S-8
                                          REGISTRATION STATEMENT
                                                   UNDER
                                        THE SECURITIES ACT OF 1933
                                            CNB FINANCIAL CORP.
 .............................................................................................................
                           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                       New York                                             22-3203747
 .....................................................     ...................................................
           (State or other jurisdiction of                               (I.R.S. Employer
            incorporation or organization)                              Identification No.)

       24 Church Street, Canajoharie, New York                                 13317
 .....................................................     ...................................................
       (Address of Principal Executive Offices)                             (Zip Code)

                              CNB Financial Corp. Incentive Stock Option Plan
 .............................................................................................................
                                         (Full title of the plan)

                           Donald L. Brass, President and Chief Executive Officer
                                24 Church Street, Canajoharie, New York 13317
 .............................................................................................................
                                   (Name and address of agent for service)

                                               (518) 673-3243
 .............................................................................................................
                         (Telephone number, including area code, of agent for service)

                                       CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                                   Proposed             Proposed
       Title of                                    maximum               maximum
      securities              Amount               offering             aggregate            Amount of
        to be                  to be                price               offering            registration
      registered            registered            per share*             price*                 fee
-------------------------------------------------------------------------------------------------------------
Common Stock, $1.25        199,900 shares          $19.5625           $3,910,543.80           $1153.61
par value per share
-------------------------------------------------------------------------------------------------------------
*  Estimated  pursuant  to Rule 457  solely  for  purposes  of  calculating  the
registration  fee and based upon the average high and low prices reported by the
Nasdaq National Market on October 27, 1998.

                                          Exhibit Index on page 4.
-------------------------------------------------------------------------------------------------------------

                                                Page 1 of 6
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by CNB Financial Corp. (the "Company")
(Exchange Act File No. 000-23730) with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference and made a part hereof:

     (a)  Annual Report on Form 10-K for the year ended December 31, 1997, filed
          with the Commission on March 31, 1998;

     (b)  Quarterly Reports on Forms 10-Q for the quarterly periods ended March
          31, 1998 and June 30, 1998, filed with the Commission on May 15, 1998
          and August 14, 1998, respectively;

     (c)  Periodic Report on Form 8-K, filed with the Commission on March 5,
          1998; and

     (d)  The descriptions of the Company's Common Stock contained in the
          Company's registration statements filed under section 12 of the
          Securities Exchange Act of 1934, including any amendments or reports
          filed for the purpose of updating such descriptions.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                  Page 2 of 6
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Under the New York Business Corporation Law ("NYBCL"), a corporation may
indemnify its directors and officers made, or threatened to be made, a party to
any action or proceeding, except for stockholder derivative suits, if such
director or officer acted in good faith, for a purpose which he or she
reasonably believed to be in or, in the case of service to another corporation
or enterprise, not opposed to, the best interests of the corporation, and, in
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. In the case of stockholder derivative suits, the corporation may
indemnify a director or officer if he or she acted in good faith for a purpose
which he or she reasonably believed to be in or, in the case of service to
another corporation or enterprise, not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of (i) a
threatened action, or a pending action which is settled or otherwise disposed
of, or (ii) 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 in
which the action was brought, or, if no action was brought, any court of
competent jurisdiction, determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such portion of the settlement amount and expenses as the court
deems proper.

     Any person who has been successful on the merits or otherwise in the
defense of a civil or criminal action or proceeding will be entitled to
indemnification. Except as provided in the preceding sentence, unless ordered by
a court pursuant to the NYBCL, any indemnification under the NYBCL pursuant to
the above paragraph may be made only if authorized in the specific case and
after a finding that the director or officer met the requisite standard of
conduct by (i) the disinterested directors if a quorum is available, (ii) the
board upon the written opinion of independent legal counsel or (iii) the
stockholders.

     The indemnification described above under the NYBCL is not exclusive of
other indemnification rights to which a director or officer may be entitled,
whether contained in the certificate of incorporation or bylaws or when
authorized by (i) such certificate of incorporation or bylaws; (ii) a resolution
of stockholders, (iii) a resolution of directors or (iv) an agreement providing
for such indemnification, provided that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer establishes that his or her acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he or she
personally gained in fact a financial profit or other advantage to which he or
she was not legally entitled.

     The foregoing statement is qualified in its entirety by reference to
Sections 715, 717, 721 through 725 of the NYBCL.

     Article V of the Bylaws of the Company provides that the Company shall
indemnify any person made, or threatened to be made, a party to an action, suit
or proceeding, 

                                  Page 3 of 6
whether criminal, civil, administrative or investigative, by reason of the fact
that he is or was a director or officer of the Corporation, or served any other
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise at the request of the corporation while he was such a director or
officer, to the fullest extent permitted by law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     4.1  Certificate of Incorporation of the Company, previously filed with the
          Commission as Exhibit B to the Company's Registration Statement on
          Form S-4 (No. 33-45522) and incorporated herein by reference.

     4.2  Amendment to the Certificate of Incorporation of the Company

     4.3  Amendment to the Certificate of Incorporation of the Company

     4.4  Amendment to the Certificate of Incorporation of the Company

     4.5  Bylaws of the Company, previously filed with the Commission as Exhibit
          C to the Company's Registration Statement on Form S-4 (No. 33-45522)
          and incorporated herein by reference.

     4.6  CNB Financial Corp. Incentive Stock Option Plan.

     5.1  Opinion of Bond, Schoeneck & King, LLP as to the validity of certain
          shares being registered.

     23.1 Consent of KPMG Peat Marwick LLP.

     23.2 Consent of Bond, Schoeneck & King, LLP (included in Exhibit 5.1).

     24   Power of Attorney (included at page 6 of this Registration Statement).

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

  1. (a)  To file, during any period in which offers or sales are being
          made, a post-effective amendment to this registration statement to
          include any material information with respect to the plan of

                                  Page 4 of 6
distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement.

     (b)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such 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.

     (c)  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.

  2.      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 15(d) of the Securities Exchange Act of 1934 (and,
          where applicable, each filing of an employee benefit plan's annual
          report pursuant to 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 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.      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 Act 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 Act and will be
          governed by the final adjudication of such issue.

                                  Page 5 of 6
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 the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Canajoharie, New York on the 19th day of October, 1998.

                                       CNB FINANCIAL CORP.

                                       By: /s/ DONALD L. BRASS    
                                       -------------------------------
                                               Donald L. Brass
                                               President and CEO

     Each person whose signature appears below hereby authorizes Donald L.
Brass, as attorney-in-fact, to execute in the name of such person and to file
this registration statement (including any changes that he may deem necessary or
appropriate) and any amendments, including post-effective amendments, hereto.

     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.
SIGNATURES                         TITLE                                 DATE
              ----------                         -----                                 ----
/s/ DONALD L. BRASS                     President and CEO; Director               October 19, 1998  
-----------------------------   
    Donald L. Brass                     

/s/ PETER J. CORSO                      Executive Vice President                  October 19, 1998 
-----------------------------           and Chief Financial Officer                                
    Peter J. Corso                                              
                                        

/s/ J. CARL BARBIC                      Director                                  October 19, 1998 
-----------------------------           
    J. Carl Barbic

/s/ DAVID J. NOLAN                      Director                                  October 19, 1998 
-----------------------------            
    David J. Nolan                                                                                 
                                        
/s/ VAN NESS D. ROBINSON                Director                                  October 19, 1998 
-----------------------------             
    VanNess D. Robinson                                                                              
                                        

/s/ ALLEN H. SAMUELS                    Director                                  October 19, 1998  
-----------------------------           
    Allen H. Samuels

/s/ JOSEPH A. SANTANGELO                Director                                  October 19, 1998  
-----------------------------           
    Joseph A. Santangelo                

/s/ JOHN P. WOODS, JR.                  Director                                  October 19, 1998  
-----------------------------           
    John P. Woods, Jr.

                                                   Page 6 of 6