SecProbe.io

May 10, 2010
By U.S. Mail and facsimile: (215) 538-5790
Thomas J. Bisko
President and Chief Executive Officer QNB Corp. 15 North Third Street Quakertown, PA 18951
Re: QNB Corp.         Form 10-K for fiscal year ended December 31, 2009  File Number 000-17706

 Dear Mr. Bisko:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thin k your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In other
comments, where indicated, we think you should revise your document in response to these
comments in future filings.  In your response, pleas e indicate your intent to include the requested
revision in future filings and pr ovide us a draft of your proposed disclosures.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosures.  After reviewing this info rmation, we may have additional comments.
             The purpose of our review process is to assist you in your comp liance with the applicable
disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We we lcome any questions you may have about our
comments or on any other aspect of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.  Form 10-K for the Fiscal Year Ended December 31, 2009

General
Additional Information, page 10

1. In future filings, please correct the addre ss of the Securities and Exchange Commission.

Item 3.  Legal Proceedings, page 15
 2. Please tell us, and include in future filings  whether you have any material pending legal
proceedings  rather than material litigation.   Refer to Item 103 of Regulation S-K.

Mr. Thomas J. Bisko
QNB Corp.
May 10, 2010 Page 2    Item 8. Financial Statements and Supplementary Data

Note 4 – Investment Securities Available-For-Sale, pages 61-65

Pooled Trust Preferred Securities

3. The staff notes the disclosure appearing on pa ge 65 that in determining whether a credit
loss exists, the company uses its best estimate of the present value of cash flows expected
to be collected from the debt security and disc ounts them at the effective yield implicit in
the security at the date of ac quisition.  In addition, the sta ff notes that the company states
that the internal rate of return is the pre-tax yield used to discount the future cash flows.
The cash flows have been discounted using the stated yield on the individual security
purchased plus a market discount rate rangi ng from 1% to 6%.  These two statements
appear to be inconsistent.   Please tell us how  you determined the discount rate to be used
in the company’s OTTI methodology.  If the rate used is not the effective yield then state
which rate is used by the company.  If the ra te used is the effective yield then the
company should revise its disclosure in fu ture filings to eliminate the apparent
inconsistency.
 4. The staff notes that for PreTSL XIX you disclose that there is no excess subordination.
Please tell us and revise future  filings to state the following:

• how you calculate excess subordination; and

• how you determined that with no exce ss subordination there was no credit
impairment.

   *  *  *  *  *
  Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials on
EDGAR.  Please furnish a cover letter that ke ys your response to our comments, provide any
requested information and provide us drafts of pr oposed revisions to future filings in response to
our comments.  Please understand that we may have additional comments after reviewing any
amendment and your response to our comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Mr. Thomas J. Bisko
QNB Corp. May 10, 2010 Page 3    In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.   Please direct any questions on accounting matters to Chris Harley at 202-551-3695, or to Marc Thomas at 202-551-3452.  Pl ease direct any other questi ons to Eric Envall at 202-551-
3234, or to me at 202-551-3434.
 Sincerely,
    Michael Clampitt   Senior Counsel