COMMUNITY NATIONAL CORP /TN
10QSB, 1999-05-17
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                 U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                 _______________________________________
 
                           FORM 10-QSB
(MARK ONE)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1999

                                  OR
[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE EXCHANGE ACT
For the transition period from __________ to _____________.

              Commission File Number: 0-23411
                                      -------

                 Community National Corporation
- ----------------------------------------------------------------
              (Exact Name of Small Business Issuer
                   as Specified in Its Charter)

          Tennessee                              62-1700975
- -------------------------------              -----------------
(State or other jurisdiction of              (I.R.S. Employer 
incorporation or organization)            Identification Number)

19 Natchez Trace Drive, Lexington, Tennessee         38351
- ---------------------------------------------      ----------
(Address of principal executive office)            (Zip Code)
 
                        
Issuer's telephone number, including area code: (901) 968-6624
                                                --------------

       APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
          PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the issuer: (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes (X)           No ( )


     Indicate the number of shares outstanding of each of the
issuer's common stock as of the latest practicable date.


        Class                    Outstanding at April 30, 1999
- -----------------------------    -------------------------------
Common Stock, $1.00 par value              712,866 shares

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                             CONTENTS



PART I   FINANCIAL INFORMATION

Item 1: Financial Statements                                Page

        Consolidated Balance Sheets                           1

        Consolidated Statements of Income                     2

        Consolidated Statements of Comprehensive
          Income                                              3

        Consolidated Statement of Stockholders' Equity        4

        Consolidated Statements of Cash Flows               5-6
     
        Notes to Consolidated Financial Statements          7-8

Item 2: Management's Discussion and Analysis of 
        Financial Condition and Results of Operations       9-14

PART II  OTHER INFORMATION                                   15

        Signature                                            16
<PAGE>
<PAGE>
                 COMMUNITY NATIONAL CORPORATION
                       (AND SUBSIDIARY)
                 CONSOLIDATED BALANCE SHEETS

           MARCH 31, 1999 and DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                            (Unaudited)
                                             March 31,      December 31,
                                               1999             1998
                                           ------------     ------------
            ASSETS
<S>                                        <C>             <C>
Cash and cash equivalents:
  Non-interest bearing                     $    431,759    $    746,912
  Interest bearing                            3,410,260       3,400,898
Time deposits                                         0       1,125,000
Investment securities:
  Securities held-to-maturity (estimated
   market value of $690,708 (1999) and
   $1,189,127 (1998))                           657,840         657,770
  Securities available-for-sale, at
   estimated market value                     1,540,558       1,575,472 
Mortgage-backed and related securities:
  Securities held-to-maturity (estimated
   market value of $354,272 (1999) and
   $516,323 (1998))                             352,411         380,098
  Securities available-for-sale, at
   estimated market value                     2,414,644       2,756,332
Loans receivable, net                        28,029,222      26,403,032
Accrued interest receivable                     204,004         238,952
Premises and equipment                          774,102         797,980
Stock investments:
  Stock in Federal Home Loan Bank, at cost      288,000         283,200
  Stock in Federal Reserve Bank, at cost        237,150         237,150
  Stock in Savings and Loan Data Corporation,
    at cost                                      15,000          15,000
Other assets                                     72,792          70,092
                                           ------------    ------------
Total Assets                               $ 38,427,742    $ 38,687,888
                                           ============    ============
   LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Deposits                                   $ 28,820,556    $ 28,993,808 
Advances from FHLB                              575,237         692,848
Advances from borrowers for taxes
  and insurance                                   4,843           3,164
Accrued interest payable                        185,204         211,261
Income taxes payable:
  Current                                        77,864          70,825 
  Deferred                                      (49,537)        (47,248)
Accrued expenses and other liabilities          143,923         116,405
                                           ------------    ------------
Total Liabilities                          $ 29,758,090    $ 30,041,063 
                                           ------------    ------------

Stockholders' Equity:
Preferred stock, 2,000,000 shares
  authorized, non issued or outstanding    $          0    $          0
Common stock of $1.00 par value;
  8,000,000 shares authorized 
  712,866 shares issued                         712,866         712,866
Additional paid-in capital                    4,489,512       4,489,512
Retained earnings - substantially
  restricted                                  3,475,362       3,442,772
Accumulated other comprehensive income,
  net of taxes                                   (8,088)          1,675 
                                           ------------    ------------
Total Stockholders' Equity                 $  8,669,652    $  8,646,825
                                           ------------    ------------
Total Liabilities & Stockholders'
   Equity                                  $ 38,427,742    $ 38,687,888
                                           ============    ============
</TABLE>
                               1<PAGE>
<PAGE>
                  COMMUNITY NATIONAL CORPORATION
                          (AND SUBSIDIARY)

              CONSOLIDATED STATEMENTS OF INCOME
                          (UNAUDITED)

<TABLE>
<CAPTION>
                                                Three months ended
                                               March 31,    March 31,
                                                 1999        1998   
                                             ----------- -----------
<S>                                          <C>         <C>        
INTEREST INCOME
First mortgage loans                         $   367,221 $   346,840
Consumer & other loans                           200,475      76,855
Interest and dividends on investments:
    Taxable                                       21,307      41,088
    Tax-exempt                                     9,235      18,470
    Dividends                                      4,888       4,718
Interest on deposits with banks                   47,420      28,864
Interest on mortgage-backed securities            42,401      66,747
                                             ----------- -----------
   Total interest income                     $   692,947 $   583,582
                                             ----------- -----------

INTEREST EXPENSE
Interest on deposits                         $   335,306 $   268,523
Interest on advances from FHLB                    11,765      15,869
                                             ----------- -----------
Total interest expense                       $   347,071 $   284,392
                                             ----------- -----------

Net interest income                          $   345,876 $   299,190

Provision for loan losses                         22,500      31,540
                                             ----------- -----------
Net interest income after
 provision for loan losses                   $   323,376 $   267,650
                                             ----------- -----------

NON-INTEREST INCOME
Income from real estate held
  for investment                             $     2,700 $     2,775 
Service charges                                   39,141      31,264 
Other operating income                             6,052       4,825
                                             ----------- -----------
Total non-interest income                    $    47,893 $    38,864
                                             ----------- -----------

NON-INTEREST EXPENSE
Compensation & benefits                      $   111,272 $   107,059
Occupancy & equipment                             32,620      35,691
Federal deposit insurance premiums                 4,400       3,364
Data processing fees                              20,262      15,675
Other operating expenses                          46,137      49,486
                                             ----------- -----------
Total non-interest expense                   $   214,691 $   211,275
                                             ----------- -----------

Income before income taxes                   $   156,578 $    95,239 

Income tax expense                                52,700      31,429 
                                             ----------- ----------- 
Net income                                   $   103,878 $    63,810 
                                             =========== =========== 

Earnings per common share                    $      0.15 $      0.09
                                             =========== ===========
Diluted earnings per share                   $      0.15 $      0.09
                                             =========== ===========
Dividends paid per share                     $      0.10 $      0.05
                                             =========== ===========
</TABLE>


                                  2 <PAGE>
<PAGE>
                 COMMUNITY NATIONAL CORPORATION
                         (AND SUBSIDIARY)

         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
    THREE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998
                           (UNAUDITED)
<TABLE>
<CAPTION>

                                                    March 31,
                                                 1999      1998   
                                             --------------------
<S>                                          <C>         <C>        
Net income                                   $103,878    $ 63,810

Other comprehensive income, net of tax:

    Unrealized gains on securities held
      as available-for-sale, net of 
      applicable deferred income taxes
      of $2,477 (1999) and $2,227 (1998)       (9,763)      4,325
                                             --------------------
Other comprehensive income                   $ 94,115    $ 68,135
                                             ====================
</TABLE>
                                    3 <PAGE>
<PAGE>
               COMMUNITY NATIONAL CORPORATION
                     (AND SUBSIDIARY)

      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

           FOR THREE MONTHS ENDED MARCH 31, 1999

                         (UNAUDITED)
<TABLE>
<CAPTION>

                                                                             Accumulated
                                                    Additional                 Other          Total
                                    Common Stock      Paid-in    Retained   Comprehensive  Stockholders'
                                 Shares     Amount    Capital    Earnings      Income         Equity
                                 ------     ------   ---------   ---------  -------------  -----------
<S>                              <C>        <C>      <C>         <C>           <C>          <C>
Balance at December 31, 1998      712,866   $712,866  $4,489,512  $3,442,772   $ 1,675      $8,646,825

Comprehensive income:
  Net income                                                         103,878                   103,878

  Change in unrealized gain
    (loss) on securities
    available-for-sale, net of
    applicable deferred income
    taxes of $2,477                                                              (9,763)        (9,763)
                                                                                      0
                                        0          0           0     (71,288)         0        (71,288)
                                  -------   --------  ---------- -----------    -------     ----------
Balance at March 31, 1999         712,866    712,866   4,489,512   3,475,362     (8,088)     8,669,652
                                  =======   ========  ========== ===========    =======     ==========
</TABLE>
                                    4<PAGE>
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               COMMUNITY NATIONAL CORPORATION
                     (AND SUBSIDIARY)

              CONSOLIDATED STATEMENTS OF CASH FLOWS
    THREE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 1998
                        (UNAUDITED)
<TABLE>
<CAPTION>
                                                  March 31,       March 31,
                                                    1999            1998
                                                ------------    ------------
<S>                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                      $    103,878    $      63,810
Adjustments to reconcile net income to net
  cash provided by operating activities:
Provision for losses on loans                         22,500           31,540
Provision for depreciation                            25,077           29,534
Amortizations of investment securities                               
  premiums and discounts (net)                         2,367            1,996
Stock in FHLB received as dividends                   (4,800)          (4,700)
Changes in operating assets and liabilities:
(Increase) decrease in interest receivable            34,948          (10,439)
(Increase) decrease in other assets                   (2,700)            (159)
Increase (decrease) in interest payable              (26,057)          (5,855)
Increase (decrease) in income taxes                    2,273          (21,241)
Increase (decrease) in other liabilities              27,518          (20,077)
                                                ------------     ------------
 Net Cash Provided by Operating Activities      $    185,004     $     64,409
                                                ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in loans receivable    $  (1,626,190)    $   (770,240)
Net (increase) decrease in time deposits           1,125,000                0 
Additions to premises & equipment                     (1,200)         (77,823)
Purchase of mortgage-backed securities                     0         (495,000)
Principal payments on mortgage-backed
 securities                                          363,210          229,046
Purchase of investment securities                   (504,219)        (700,000)
Proceeds from maturities of investment
  securities                                         513,075          395,000
                                                ------------     ------------
Net Cash Provided by Investing Activities       $   (130,323)    $ (1,419,017)
                                                ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits            $    (173,252)    $    562,259 
Repayments of FHLB advances                         (117,611)          (6,177)
Net increase in advances from borrowers
 for taxes and insurance                               1,679            1,818 
Payment of dividends                                 (71,288)         (35,644)
                                                ------------     ------------
Net Cash Provided by Financing Activities       $   (360,472)    $    522,256 
                                                ------------     ------------

Increase (Decrease) in Cash and Cash 
  Equivalents                                   $   (305,791)    $   (832,352)


CASH AND CASH EQUIVALENTS AT BEGINNING OF 
 PERIOD                                         $  4,147,810     $  2,741,783 
                                                ------------     ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD      $  3,842,019     $  1,909,431
                                                ============     ============
</TABLE>
                                    5<PAGE>
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               COMMUNITY NATIONAL CORPORATION
                     (AND SUBSIDIARY)

              CONSOLIDATED STATEMENT OF CASH FLOWS (CONT.)
    THREE MONTHS ENDED MARCH 31, 1999 AND MARCH 31, 19998
                        (UNAUDITED)
<TABLE>
<CAPTION>
                                                  March 31,       March 31,
                                                    1999            1998
                                                ------------    ------------
<S>                                             <C>             <C>
Supplemental disclosure of cash flow
  information:
Cash paid for:
Interest                                        $   347,071     $    290,247
Income taxes, net of refunds                          63,208           45,372
Non cash investing and financing:
Stock dividends received from Federal
  Home Loan Banks                                     4,800            4,700
Total net increase (decrease) in unrealized
  loss on securities available-for-sale              (9,763)           6,552 
</TABLE>
                                    6<PAGE>
<PAGE>
                COMMUNITY NATIONAL CORPORATION
                         (AND SUBSIDIARY)
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)
                        

(1) BASIS OF PRESENTATION

    The accompanying unaudited consolidated financial statements
    of Community National Corporation and subsidiary have been
    prepared in accordance with instructions for Form 10-QSB. 
    To the extent that information and footnotes required by
    generally accepted accounting principles for complete
    financial statements are contained in the audited financial
    statements included in the Corporation's Annual Report for
    year ended December 31, 1998, such information and footnotes
    have not been duplicated herein.  In the opinion of
    management, all adjustments, consisting only of normal
    recurring accruals, which are necessary for the fair
    presentation of the interim financial statements, have been
    included.  The statements of earnings for the quarter ended
    March 31, 1999, are not necessarily indicative of the
    results which may be expected for the entire year.  The
    December 31, 1998 consolidated balance sheet has been
    derived form the audited consolidated financial statements
    as of that date.
    
(2) EARNINGS PER SHARE
    
    Net earnings per share of common stock for the year ended
    December 31, 1998 and the quarter ended March 31, 1999 of
    $0.30 and $0.15 were computed by dividing the net income by
    the weighted average number of shares outstanding for the
    year.  
    
(3) NEW ACCOUNTING STANDARDS
    
    The Company adopted FASB Statement no. 130, Reporting
    Comprehensive Income in 1998.  All periods presented are in
    accordance with SFAS 130.  Statement no. 130 requires the
    reporting of comprehensive income in addition to net income
    form operations.  Comprehensive income is a more inclusive
    financial reporting methodology that includes disclosure of
    certain financial information that historically has not been
    recognized in the calculation of net income.  This
    comprehensive income consists of securities classified as
    available-for-sale by the Company.
    
(4) YEAR 2000 READINESS DISCLOSURE
    
    The year 2000 poses many challenges for the banking
    industry.  Many automated applications may cease to properly
    function as a result of how date fields have historically 

                                7<PAGE>
<PAGE>
    been programmed.  Many programs were designed and developed
    without considering the impact of the upcoming change in the
    century.  Failure to address this issue in a timely manner
    may cause banking institutions to experience operational
    problems and could cause disruption of financial markets. 
    Many experts believe that even the most prepared
    organizations may encounter some implementation problems. 
    As a result, Community National Bank has developed a Year
    2000 Strategic Plan (the "Plan") to take the necessary steps
    to insure that problems and disruptions are minimized.
    
    The Bank's data processing system is outsourced to Intrieve,
    a service bureau that services the majority of all thrifts
    and savings and loans throughout the nation.  All systems
    including all bank PC's are integrated with the service
    bureau applications.  Over $200,000 has been spent on
    upgrading all equipment, software and systems.  This was
    done principally to modernize operations, but a substantial
    portion of this investment would have been required for Year
    2000 compliance alone.  Final testing for Year 2000
    compliance has been completed with all applications
    performing with Year 2000 dates.  Successful tests have been
    completed with all vendors and correspondents with whom the
    bank directly interfaces.  The Bank is Year 2000 compliant
    at this point.  Additional testing will be made during 1999
    to check and reinforce compliance readiness. Should any
    unforeseen glitches arise the Bank has a contingency
    plan with several alternatives to meet the worst case
    scenario.
    
    The Bank's customers have been notified and counseled.  All
    commercial customers with Year 2000 requirements have been
    counseled one on one with compliance assured to the Bank's
    satisfaction.
    
    The cost of addressing the Year 2000 issue has had no
    material impact on earnings since the expenditures meeting
    Year 2000 requirements were required and planned for
    modernization alone.  With testing reflecting compliance to
    date, there are no indications of material impact on
    earnings or uncertainty of future operation results or
    financial condition.

                                8<PAGE>
<PAGE>
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   
GENERAL
    
Community National Corporation (the "Company") was incorporated
under the laws of the State of Tennessee for the purpose of
holding all of the capital stock of Lexington First Federal
Savings Bank ("Lexington First Federal") following the second
step conversion of its former mutual holding company (the
"Conversion and Reorganization"), which was completed on
December 11, 1997.  The Company's principal business is that of
directing, planning and coordinating the business activities of
the Bank.  Immediately following the Conversion and
Reorganization, Lexington First Federal converted to a national
bank with the name Community National Bank of Tennessee (the
"Bank") and remained a wholly-owned subsidiary of the Company
(the "Bank Conversion").  Upon the completion of the Bank
Conversion, the Company became a bank holding company.  The
Company has no significant assets other than its investment in
the Bank, certain cash and cash equivalents, and loans.  At
December 31, 1998, on a consolidated basis, the Company had
total assets of $38.7 million, net loans receivable of $26.4
million, cash and investment securities of $7.5 million,
mortgage-backed securities of $3.1 million, total deposits of
$29 million and stockholders' equity of $8.6 million.
    
The Bank is a national bank operating through its office in
Lexington, Tennessee, serving Henderson County in southwestern
Tennessee.  The Bank is the successor to Lexington First
Federal.  Therefore, all references to the Bank also include its
predecessor, Lexington First Federal.  Until February 1997, the
Bank's primary business, as conducted through its office located
in Lexington, Tennessee, was the origination and holding of
mortgage loans secured by single-family residential real estate
located primarily in Henderson County, Tennessee, with funds
obtained primarily through the attraction of savings deposits,
certificate accounts with terms of 18 months or less, and
Federal Home Loan Bank ("FHLB") advances.  The Bank also made
some construction loans on single-family residences, savings
account loans, and second mortgage consumer loans.  The Bank
purchased mortgage-backed securities, and invested in other
liquid investment securities.
    
Beginning in February 1997, the Bank's emphasis shifted to full
service banking, diversification of the loan portfolio, the
origination of long term fixed rate mortgage loans solely for
sale in the secondary market, and the offering of a greater
variety of transaction accounts.  Current Bank policy restricts
fixed rate loans to five years with limited exceptions.  The
reduction and control of interest rate risk, and the origination
of variable rate loans, short term loans and balloon loans of
one, two, three and five years are emphasized.  The Bank's
emphasis is the diversification in the portfolio with quality
consumer and commercial loans in order to both reduce and
control interest rate risk, and to increase the interest rate
spread.
                          9<PAGE>
<PAGE>    
As a bank holding company, the Company is registered with and
subject to, regulation and examination by the Board of Governors
of the Federal Reserve System (the "Federal Reserve Board"). 
The Bank is subject to comprehensive examination, supervision,
and regulation by the Office of the Comptroller of the Currency
("OCC").  Because the Bank was formerly chartered as a savings
association, the Bank's deposits are insured by the Savings
Association Insurance Fund ("SAIF") of the Federal Deposit
Insurance Corporation ("FDIC") up to the applicable limits for
each depositor.
    
The Company's principal executive office is located at the home
office of the Bank at 19 Natchez Trace Drive, Lexington,
Tennessee 38351, and its telephone number is (901) 968-6624. 
The branch building is located is at 435 West Church Street, and
its phone number is (901) 968-9599.
    
The Bank is primarily engaged in attracting deposits from the
general public and using those and other available sources of
funds to originate loans secured by single-family residences
located in Henderson County and surrounding counties in West
Tennessee.  To a lesser extent, Lexington also originates
construction loans, land loans and consumer loans.  It also has
a significant amount of investments in mortgage-backed
securities, United States Government and federal agency
obligations, and tax exempt securities.
    
The profitability of the Bank depends primarily on its net
interest income, which is the difference between interest and
dividend income on interest-earning assets, principally loans,
mortgage-backed securities and investment securities, and
interest expense on interest-bearing deposits and borrowings. 
The Bank's net income also is dependent, to a lesser extent, on
the level of its noninterest income and its non-interest
expenses, such as compensation and benefits, occupancy and
equipment, insurance premiums, and miscellaneous other expenses,
as well as federal income tax expense.  
    
FINANCIAL CONDITION
    
Consolidated assets of Community National were $38,427,742 as of 
March 31, 1999, compared to $38,687,888 on December 31, 1998, a
decrease of $260,146.  This decrease was composed of a decrease
in mortgage backed securities of $369,375,a decrease in
investment securities of $34,844, a decrease in time deposits of
$1,125,000, a decrease in premises and equipment of $23,878, and
a decrease in cash of $305,791.  These decreases were offset by
an increase in net loans receivable of $1,626,190.  
    
Loans receivable, net increased to $28,029,222 on March 31, 1999
from $26,403,032 on December 31, 1998, an increase of
$1,626,190.  Mortgage-backed securities decreased $369,375 to
$2,767,055 at March 31, 1999 from $3,136,430 on December 31,
1998.  The increase in loans is attributable to more competitive
loan products.  The decrease in mortgage backed securities is
primarily caused by principal payments.  

                         10<PAGE>
<PAGE>
Deposits totaled $28,820,556 on March 31, 1999, a decrease of
$173,252 from $28,993,808 on December 31, 1998.  The decrease in
deposits is primarily due to the maturity of certificates of
deposits.
    
Stockholders' equity was $8,646,825 on December 31, 1998,
compared to $8,669,652 on March 31, 1999, an increase of
$22,827.  The increase was due to earnings for the year of
$103,878, off-set by the Company's quarterly cash dividends of
$71,288 and an increase in unrealized loss on available-for-sale
securities of $9,763.
                                                                
                                                                
RESULTS OF OPERATIONS
    
Net income for the three months ended March 31, 1999 was
$103,878 compared to $63,810 as of  March 31, 1998.  The
increase of $40,068 was due to an increase in net interest
income of $46,686, offset by an increase in non-interest expense
of $3,416.
    
Earnings per share for the quarter ended March 31, 1999, were
$0.15 per share based on an average of 712,866 shares
outstanding compared to $.09 per share for the comparable
quarter in 1998 based on an average of 712,866 shares
outstanding.
    
Net interest income after provision for loan losses for the
quarter ended March 31, 1999 was $323,376 compared to $267,650
for the quarter ended March 31, 1998, an increase of $55,726. 
This increase was a result of interest income increasing
$109,365 from $583,582 in 1998 to $692,947 in 1999, while
interest expense increased $62,679 from $284,392 in 1998 to
$347,071 in 1999.  The increase in interest income and interest
expense are both due to increases in the average balance of
interest-earning assets and interest-bearing liabilities.
    
Non-interest income increased from $38,864 for the quarter ended
March 31, 1998 to $47,893 for the quarter ended March 31, 1999. 
The increase of $9,029 was due to higher service charge income
and an increase in other operating income.
    
The Company's non-interest expense for the three months ended
March 31, 1999 was $214,691 compared to $211,275 for the
comparable quarter in 1998.  The increase of $3,416 was due to
an increase in data processing expense.  
    
PROVISIONS FOR LOAN LOSSES
    
The provision for loan losses is based on the periodic analysis
of the loan portfolio by management.  In establishing the
provision, management considers numerous factors including
general economic conditions, loan portfolio condition, prior
loss experience and independent analysis.  The provision for
loan losses for the three months ended March 31, 1999 was
$22,500, while the provision for the comparable quarter in 1998
was $31,540.   Based upon the analysis of the addition to
established allowances and the 

                           11<PAGE>
<PAGE>
composition of the loan portfolio, management concluded that the
allowance is adequate. While current economic conditions in the
Bank's market are stable, future conditions will dictate the
level of future allowances for losses on loans.
    
NON-PERFORMING ASSETS
    
On March 31, 1999, non-performing assets were $466,756 compared
to $430,000 on December 31, 1998.  At March 31, 1999, the Bank's
allowance for loan losses was $390,875 or 84% of non-performing
assets compared to $368,375 or 86% at December 31, 1998.
                                                                
Loans are considered non-performing when the collection of
principal and/or interest is not expected, or in the event,
payments are more than 90 days delinquent.
    
The allowance for loan losses was 1.40% of total loans as of 
March 31, 1999 and  December 31, 1998.
    
    
REGULATORY CAPITAL
    
The Bank is subject to various regulatory capital requirements
administered by the federal banking agencies.  Failure to meet
minimum capital requirements can initiate certain mandatory and
possibly additional discretionary   actions by regulators that,
if undertaken, could have a direct material effect on the Bank's
financial statements.  Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must
meet specific capital guidelines that involve quantitative
measures if the Bank's assets, liabilities, and certain off-
balance sheet items as calculated under regulatory accounting
practices.  The Bank's capital amounts and classification are
also subject to qualitative judgements by the regulators about
components, risk weightings, and other factors.
    
Quantitative measures established by regulation to ensure
capital adequacy require the Bank to maintain minimum amounts
and ratios on total risk-based capital and Tier 1 capital to
risk-weighted assets (as defined in the regulations) and Tier 1
capital to adjusted total assets (as defined).



                          12<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                                                          To Be Well
                                                                    Capitalized Under the
                                                    For Capital        Prompt Corrective
                                  Actual         Adequacy Purposes     Action Provisions
                            ------------------   ------------------   -------------------
                              Amount    Ratio      Amount    Ratio      Amount    Ratio
                            ----------  ------   ----------  ------   ----------  -------
<S>                         <C>         <C>      <C>         <C>      <C>         <C>
As of March 31, 1999
  Total Risk-Based Capital
    (To Risk-Weighted 
    Assets)                 $6,895      32.0%    $1,722      8.0%     $2,153      10.0%

  Tier 1 Capital
    (To Risk-Weighted 
    Assets)                 $6,624      30.8%    $  861      4.0%     $1,292       6.0%

  Tier 1 Capital
   (To Adjusted Total 
   Assets)                  $6,624      17.1%    $1,549      4.0%     $1,936       5.0%
</TABLE>

LIQUIDITY

The Bank's principal sources of funds for investments and
operations are net earnings, deposits from its primary market
area, principal and interest payments on loans and mortgage-
backed securities and proceeds from maturing investment
securities.  Its principal funding commitments are for the
origination or purchase of loans and the payment of maturing
deposits.  Deposits are considered a primary source of funds
supporting the Bank's lending and investment activities. 
Deposits were $28.8 million at  March 31, 1999.
    
The Bank's is required to maintain minimum levels of liquid
assets as defined by regulations.  The required percentage is
currently five percent of net withdrawable savings deposits and
borrowings payable on demand or in one year or less.  The Bank
maintained a liquidity ratio of  18.25% at March 31, 1999.
    
The bank's most liquid assets are cash and cash equivalents,
which are cash on hand, amount due from financial institutions,
federal funds sold, certificates of deposit with other financial
institutions that have an original maturity of three months or
less and money market mutual funds.  The levels of such assets
are dependent on the Bank's operating, financing and investment
activities at any given time.  The Bank's cash and cash
equivalents totaled  $3.84 million at March 31, 1999.  The
variations in levels of cash and cash equivalents are influenced
by deposit flows and anticipated future deposit flows.
    
    Net cash provided by operating activities increased from
$64,409 for three months ended March 31, 1998 to $185,004 for
three months ended March 31, 1999.  The increase was due to
improved net earnings and a decrease in accrued interest payable
on deposit liabilities.
    
In November 1998, the FASB issued SFAS No. 133.  This statement
establishes accounting and reporting standards for derivative
instruments, including certain 

                           13<PAGE>
<PAGE>
derivative instruments embedded in other contracts, and for
hedging activities.  It requires that an entity recognize all
derivatives as either assets or liabilities in the statement of
financial position and measure those at fair value.  If certain
conditions are met, a derivative may be specifically designated
a (a) a hedge of the exposure to changes in the fair value of a
recognized asset or liability or an unrecognized firm
commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of the foreign
currency exposure of a net investment in a foreign operation,
and unrecognized firm commitment, an available-for-sale
security, or a foreign-currency-denominated forecasted
transaction.
    
This statement is not expected to have any significant effect on
the financial position of the bank.  In addition no other recent
accounting pronouncements have been issued that are expected to
have any significant effect on the financial position of the
bank that have not already been adopted by the bank.
    
        
                           14<PAGE>
<PAGE>


                    PART II - OTHER INFORMATION
                                                    

ITEM 1:   Legal Proceedings
          -----------------

          None.

ITEM 2:   Changes in Securities
          ---------------------

          None.

ITEM 3:   Defaults Upon Senior Securities
          -------------------------------

          None.

ITEM 4:   Submission of Maters to a Vote of Security Holders
          --------------------------------------------------

          None.

ITEM 5:   Other Information
          -----------------

          None

ITEM 6:   Exhibits and Reports on Form 8-K.
          --------------------------------

          Exhibits:

            27 - Financial Data Schedule
     
          Reports on Form 8-K:

          None

                            15<PAGE>
<PAGE>

                        SIGNATURE
     
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                  COMMUNITY NATIONAL CORPORATION
                           Registrant


Date: April 30, 1999               /s/ Howard Tignor
                                   __________________________
                                   Howard Tignor, President
                                   and Chief Executive Officer
                                   (Duly Authorized Officer)


                          16

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER>  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                         432
<INT-BEARING-DEPOSITS>                       3,410
<FED-FUNDS-SOLD>                                 0
<TRADING-ASSETS>                                 0
<INVESTMENTS-HELD-FOR-SALE>                  3,955
<INVESTMENTS-CARRYING>                       1,010
<INVESTMENTS-MARKET>                         1,045
<LOANS>                                     28,420
<ALLOWANCE>                                    391
<TOTAL-ASSETS>                              38,428
<DEPOSITS>                                  28,821
<SHORT-TERM>                                    26
<LIABILITIES-OTHER>                            362
<LONG-TERM>                                    550
<COMMON>                                       713
                            0
                                      0
<OTHER-SE>                                   7,957
<TOTAL-LIABILITIES-AND-EQUITY>              38,428
<INTEREST-LOAN>                                568
<INTEREST-INVEST>                               78
<INTEREST-OTHER>                                47
<INTEREST-TOTAL>                               693
<INTEREST-DEPOSIT>                             335
<INTEREST-EXPENSE>                             347
<INTEREST-INCOME-NET>                          346
<LOAN-LOSSES>                                   23
<SECURITIES-GAINS>                               0
<EXPENSE-OTHER>                                215
<INCOME-PRETAX>                                157
<INCOME-PRE-EXTRAORDINARY>                     157
<EXTRAORDINARY>                                  0
<CHANGES>                                        0
<NET-INCOME>                                   104
<EPS-PRIMARY>                                 0.15
<EPS-DILUTED>                                 0.15
<YIELD-ACTUAL>                                0.93
<LOANS-NON>                                    318
<LOANS-PAST>                                   148
<LOANS-TROUBLED>                                 0
<LOANS-PROBLEM>                                  0
<ALLOWANCE-OPEN>                               368
<CHARGE-OFFS>                                    0
<RECOVERIES>                                     0
<ALLOWANCE-CLOSE>                              391
<ALLOWANCE-DOMESTIC>                           341
<ALLOWANCE-FOREIGN>                              0
<ALLOWANCE-UNALLOCATED>                         50   
        

</TABLE>


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