COMMERCIAL NATIONAL FINANCIAL CORP /PA
10-Q, 1997-05-07
STATE COMMERCIAL BANKS
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                         UNITED STATES

               SECURITIES AND EXCHANGE COMMISSION

                    WASHINGTON, D. C.  20549

                           FORM 10-Q



       Quarterly Report Under Section 13 or 15(d) of the
                Securities Exchange Act of 1934



For the Quarter ended MARCH 31, 1997


Commission file number 0-18676


           COMMERCIAL NATIONAL FINANCIAL CORPORATION
     (Exact name of registrant as specified in its charter)


     PENNSYLVANIA                       25-1623213
(State or other jurisdiction       (I.R.S. Employer Identification No.)
of incorporation or organization)

  900 LIGONIER STREET LATROBE, PA                 15650
(Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code:    (412) 539-3501



Indicate by checkmark whether the registrant (1) has filed all  reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 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
classes of common stock.



  CLASS                            OUTSTANDING AT APRIL 30, 1997


Common Stock, $2 Par Value              1,800,000 Shares

<PAGE>

                              INDEX


                 PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

          Included in Part I of this report:
                                                            Page
          Commercial National Financial Corporation
            Consolidated Balance Sheets                      3
            Consolidated Statements of Income                4
            Consolidated Statements of Changes in
               Shareholders' Equity                          5
            Consolidated Statements of Cash Flows            6

            Notes to Consolidated Financial Statements       7



ITEM 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations       8



                     PART II - OTHER INFORMATION


Other Information                                           14

Signatures                                                  15

<PAGE>
<TABLE>
                COMMERCIAL NATIONAL FINANCIAL CORPORATION
                      CONSOLIDATED BALANCE SHEETS
<CAPTION>
 
                                               March 31      December 31
                                                 1997            1996
<S>                                         <C>             <C>
ASSETS
  Cash and due from banks                   $  8,638,176    $  8,839,707
  Interest bearing deposits with
     other banks                                 129,045         153,667
                                                 -------         -------
       Total cash and due from banks           8,767,221       8,993,374

  Federal funds sold                                -               -
  Investment securities available for sale    40,657,669      37,816,171
  Investment securities held to maturity
  (Market value $67,523,466 in 1997 and
  $65,571,756 in 1996)                        67,180,870      64,539,801

  Loans (all domestic)                       162,412,228     160,048,235
  Less unearned income                          (132,580)       (112,712)
  Less reserve for possible loan losses       (2,018,212)     (2,035,818)
                                             ------------    ------------
       Net loans                             160,261,436     157,899,705

  Premises and equipment                       4,822,451       4,802,465
  Other assets                                 4,369,936       4,059,008
                                            ------------    ------------ 
     Total Assets                           $286,059,583    $278,110,524
                                            ============    ============
LIABILITIES AND SHAREHOLDERS' EQUITY
  Deposits (all domestic):
   Non-interest bearing                     $ 35,104,085    $ 33,972,163
   Interest bearing                          210,720,684     204,835,908
                                            ------------    ------------
       Total deposits                        245,824,769     238,808,071

  Short-term borrowings                        2,500,000       1,400,000
  Other liabilities                            1,910,846       2,514,199
                                            ------------    ------------
       Total Liabilities                     250,235,615     242,722,270
                                            ------------    ------------
  Shareholders' equity:
   Common stock, par value $2
   1,800,000 shares authorized, issued
   and outstanding                             3,600,000       3,600,000

  Retained earnings                           32,380,618      31,777,511

  Unrealized gain/(loss) on investment securities
   available for sale net of taxes              (156,650)         10,743
                                            ------------    ------------
     Total Shareholders' Equity               35,823,968      35,388,254
                                            ------------    ------------
       Total Liabilities and
       Shareholders' Equity                 $286,059,583    $278,110,524
                                            ============    ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>

<TABLE>
                                COMMERCIAL NATIONAL FINANCIAL CORPORATION
                                      CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
                                                 March 31      March 31
                                                   1997          1996
<S>                                             <C>           <C>
INTEREST INCOME:
Interest and fees on loans                      $3,563,367    $3,281,582
Interest and dividends on investments:
   Taxable interest                              1,188,984     1,228,687
   Interest exempt from federal
     income tax                                    372,765       339,103
   Interest on federal funds sold                   14,766        46,710
   Interest on bank deposits                         2,125         1,257
                                                ----------    ----------
     Total interest income                       5,142,007     4,897,339

INTEREST EXPENSE
Interest on deposits                             2,195,868     2,085,429
Interest on short-term borrowings                   27,350         2,734
                                                ----------    ----------
     Total interest expense                      2,223,218     2,088,163
                                                ----------    ----------
NET INTEREST INCOME                              2,918,789     2,809,176
Provision for possible loan losses                  45,000        15,000
                                                ----------    ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES                        2,873,789     2,794,176
                                                ----------    ----------
OTHER INCOME
Asset management and trust income                   25,922         9,512
Service charges on deposit accounts                135,373       120,115
Other service charges and fees                     102,411        99,761
Net Securities gains                                  -            1,750
Other income                                        78,594        91,961
                                                ----------    ----------    
     Total other income                            342,300       323,099
                                                ----------    ----------
OTHER EXPENSES
Salaries and employee benefits                   1,182,498     1,065,351
Net occupancy expense                              142,471       121,993
Furniture and equipment expense                    159,236       151,642
Pennsylvania shares tax                             67,419        60,000
Other expense                                      489,358       463,557
                                                ----------    ----------
     Total other expenses                        2,040,982     1,862,543
                                                ----------    ----------
INCOME BEFORE TAXES                              1,175,107     1,254,732
Applicable income taxes                            284,000       322,000
                                                ----------    ----------
NET INCOME                                      $  891,107    $  932,732
                                                ==========    ==========
Average Shares Outstanding                       1,800,000     1,800,000
                                                ==========    ==========
EARNINGS PER SHARE                              $      .50    $      .52
                                                ==========    ==========
CASH DIVIDENDS DECLARED PER SHARE               $      .16    $      .14
                                                ==========    ==========
</TABLE>
The  accompanying  notes  are  an integral part  of  these  consolidated
financial statements.

<PAGE>

<TABLE>
                     COMMERCIAL NATIONAL FINANCIAL CORPORATION
             CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<CAPTION>

                                                                             Unrealized
                                                                             Gain/(Loss)
                                                           Additional        On Investment            Total
                                  Common      Paid-in       Retained           Securities           Shareholders'
                                   Stock      Capital       Earnings       Available for Sale         Equity
<S>                            <C>           <C>         <C>                    <C>                <C>
Balance at December 31, 1995   $3,600,000    $    -      $29,143,045            $ 293,425          $33,036,470

   Net income                        -            -          932,732                 -                 932,732

   Cash dividends declared
   ($.14 per share)                  -            -         (258,000)                -                (258,000)

Net change in unrealized
gain/(loss) on investment
securities AFS net of taxes          -            -             -                (229,264)            (229,264)
                               --------------------------------------------------------------------------------
Balance at March 31, 1996      $3,600,000    $    -      $29,817,777           $   64,161          $33,481,938
                               ================================================================================


Balance at December 31, 1996   $3,600,000    $    -      $31,777,511           $   10,743          $35,388,254

   Net income                        -            -          891,107                 -                 891,107

   Cash dividends declared
   ($.16 per share)                  -            -         (288,000)                -                (288,000)

Net change in unrealized
gain/(loss) on investment
securities AFS net of taxes          -            -             -                (167,393)            (167,393)
                               --------------------------------------------------------------------------------
Balance at March 31, 1997      $3,600,000    $    -      $32,380,618           $ (156,650)         $35,823,968
                               ================================================================================
</TABLE>
The  accompanying  notes  are an integral part  of  these  consolidated
financial statements.

<PAGE>
<TABLE>
              COMMERCIAL NATIONAL FINANCIAL CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                      For Three Months
                                                       Ended March 31
                                                       1997           1996
<S>                                                <C>              <C>
OPERATING ACTIVITIES
 Net income                                        $  891,107       $ 932,732
 Adjustments to reconcile net income to net
     cash from operating activities:
 Depreciation and amortization                        156,717         136,461
 Provision for possible loan losses                    45,000          15,000
 Net accretion/(amortization) of securities
 and loan fees                                         30,682         (17,735)
 Increase in interest receivable                     (327,236)       (243,269)
 Decrease in interest payable                        (105,576)       (115,740)
 Increase in taxes payable                             72,975         131,090
 Decrease in other liabilities                       (497,777)       (455,559)
 Decrease in other assets                              29,566          40,209
 Net security gains                                      -             (1,750)
                                                    ----------      ----------
        Net cash provided by operating activities     295,458         421,439
                                                    ----------      ----------
INVESTING ACTIVITIES
 Net(increase)decrease in deposits
     with other banks                                  24,622         (15,428)
 Net decrease in fed funds sold                          -          5,425,000
 Purchase of securities AFS                        (7,106,069)     (4,141,562)
 Purchase of securities HTM                        (3,511,793)     (4,361,990)
 Maturities and calls of securities AFS             4,000,000       1,958,636
 Maturities and calls of securities HTM               860,000       3,214,060
 Net increase in loans                             (2,415,744)     (3,614,658)
 Purchase of premises and equipment                  (176,703)       (263,237)
                                                   -----------     -----------
      Net cash used in investing activities        (8,325,687)     (1,799,179)
                                                   -----------     -----------
FINANCING ACTIVITIES
 Net increase in deposits                           7,016,698         782,536
 Net increase in other short-term borrowings        1,100,000         100,000
 Dividends paid                                      (288,000)       (258,000)
                                                   -----------     -----------
      Net cash provided by financing activities     7,828,698         624,536
                                                   -----------     -----------
                                                     (201,531)       (753,204)

Cash and cash equivalents at beginning of year      8,839,707       7,550,942
                                                   -----------     -----------
Cash and cash equivalents at end of quarter      $  8,638,176    $  6,797,738
                                                   ===========     ===========
Supplemental disclosures of cash flow information:

 Cash paid during the year for:
      Interest                                   $  2,328,794    $  2,203,903
                                                   ===========     ===========
      Income Taxes                               $    200,000    $    297,000
                                                   ===========     ===========
</TABLE>
The  accompanying  notes  are an integral part  of  these  consolidated
financial statements.

<PAGE>

             COMMERCIAL NATIONAL FINANCIAL CORPORATION
   
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           March 31, 1997
   
   Note 1    Management Representation
   ------    -------------------------     
   The   accompanying   unaudited  consolidated  interim   financial
   statements  have  been  prepared  in  accordance  with  generally 
   accepted accounting principles for interim financial information.
   However,  they  do  not  include all  information  and  footnotes 
   required by generally accepted accounting principles for complete
   financial statements and should be read in conjunction  with  the
   annual  financial  statements  of Commercial  National  Financial
   Corporation for the year ending December 31, 1996, including  the
   notes  thereto.   In  the  opinion of management,  the  unaudited
   interim consolidated financial statements include all adjustments
   (consisting of only normal recurring adjustments) necessary for a
   fair statement of financial position as of March 31, 1997 and the
   results of operations for the three month periods ended March 31,
   1997  and  1996, and the statements of cash flows and changes  in
   shareholders' equity for the three month periods ended March  31,
   1997  and 1996.  The results of the three months ended March  31,
   1997 are not necessarily indicative of the results to be expected
   for the entire year.
<TABLE>
   
   Note 2    Reserve for Possible Loan Losses
   ------    --------------------------------   
             Description of changes:
<CAPTION>   
                                                       1997         1996
             <S>                                   <C>          <C>
             Reserve balance January 1             $2,035,818   $2,081,700
   
             Additions:
             Provision charged to operating expenses   45,000       15,000
             Recoveries on previously charged off
             loans                                     3,242       10,615
   
             Deductions:
             Loans charged off                        (65,848)     (27,803)
                                                    ----------   ----------
             Reserve balance March 31              $2,018,212   $2,079,512
                                                    ==========   ==========
</TABLE>
   
<PAGE>

ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS
   
   RESULTS OF OPERATIONS
   --------------------- 
   First Three Months of 1997 as compared to the First Three Months of 1996
   ------------------------------------------------------------------------
   Pre-tax  net  income  for  the first three  months  of  1997  was
   $1,175,107 compared to $1,254,732 during the same period of 1996,
   representing a 6.35% decrease.
   
   Interest  income was $5,142,007, an increase of 5.00%.  The  loan
   return  rate decreased sixteen(16) basis points to 8.85% and  the
   securities return rate decreased six(6) basis points to 5.95%. As
   a  result,  the  return  rate  on total  average  earning  assets
   decreased  four(4) basis points to 7.70%. Average  earning  asset
   volume rose $14,121,197, a 5.58% increase.
   
   Interest expense was $2,223,218, an increase of 6.47%.  The  cost
   rate  on average interest bearing liabilities was 4.23%, a two(2)
   basis  point  decrease from a year ago. Average interest  bearing
   liabilities volume rose $13,735,751, an increase of 6.99%.
   
   Net  interest  income rose 3.90% to $2,918,789,  and  represented
   4.17%  of average total assets compared to 4.24% during the first
   three months of 1996.
   
   The average reserve for loan losses declined 2.21% to $2,034,257.
   By  comparison, total average loans grew 10.65% during  the  same
   period.   The  1997 first three months provision for loan  losses
   was  $45,000, compared to $15,000 for the first three  months  of
   1996, a 200% increase.
   
   Net  interest  income after the application of the provision  for
   possible loan losses grew 2.85% to $79,613, representing a  4.10%
   return  on  total average assets compared to 4.22% for the  first
   three months of 1996.
   
   Non-interest   income  increased  5.94%   to   $342,300.    Asset
   management  and trust fees totaled $25,922.  Service  charges  on
   deposit  accounts rose 12.70% to $135,373. Other service  charges
   and  fees  rose  2.66% reaching $102,411.  Other income  declined
   14.54% to $78,594.
   
   Non-interest expense reached $2,040,982, an increase of 9.58%, or
   $178,439, while total average assets grew 5.73%. Personnel  costs
   rose  11.00%,  a $117,147 increase.  Net occupancy  expense  rose
   16.79%, or $20,478.  Furniture and equipment expense rose  5.01%,
   representing a cost increase of $7,594. Pennsylvania  shares  tax
   expense  was  $67,419, an increase of 12.37%. Other expense  rose
   5.57%, an increase of $25,801.
   
<PAGE>

ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS
   
   RESULTS OF OPERATIONS (continued)
   ---------------------------------
   First  Three Months of 1997 as compared to the First Three Months
   of 1996 continued
   -----------------------------------------------------------------
   Federal  income  tax  on total first three  months  earnings  was
   $284,000 compared to $322,000 a year ago.  Net income after taxes
   declined $41,625 to $891,107, a decrease of 4.46%. The annualized
   return on average assets was 1.27% for the first three months  of
   1997 compared to 1.41% for the three months ended March 31, 1996.
   The  annualized return on average equity through March  31,  1997
   was 10.01% and had been 11.18% through the first three months  of
   1996.
   
   



ITEM  2.    MANAGEMENT'S  DISCUSSION AND  ANALYSIS  OF  FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS (Continued)
   
   RESULTS OF OPERATIONS (Continued)
   ---------------------------------
   LIQUIDITY
   ---------
   Liquidity, the measure of the corporation's ability to  meet  the
   normal  cash  flow  needs  of  depositors  and  borrowers  in  an
   efficient manner, is generated primarily from the acquisition  of
   deposit   funds  and  the  maturity  of  loans  and   securities.
   Additional  liquidity can be provided by the sale  of  investment
   securities available for sale which amounted to $40,895,018  with
   net unrealized losses of $237,349 on March 31, 1997.
   
   During the first three months of 1997, average deposits and short-
   term    borrowings   increased   $12,027,439   and    $1,708,312,
   respectively, over the same period in 1996.  Investments maturing
   within one year were 6.53% of total assets on March 31, 1997  and
   7.45% on March 31, 1996.
   
   Average  loans  grew  by $15,509,266 and the  average  securities
   portfolio (including federal funds sold) decreased $288,172.
   
   
   INTEREST SENSITIVITY
   --------------------
   Interest  rate  management seeks to maintain  a  balance  between
   consistent  income  growth  and  the  risk  that  is  created  by
   variations   in   ability  to  reprice  deposit  and   investment
   categories.   The  effort to determine the  effect  of  potential
   interest  rate changes normally involves measuring the so  called
   "gap"  between  assets  (loans and securities)  subject  to  rate
   fluctuation  and liabilities (interest bearing deposits)  subject
   to  rate  fluctuation as related to earning assets over different
   time  periods  and  calculating the ratio of  interest  sensitive
   assets to interest sensitive liabilities.
   
   Repricing  periods  for the loans, securities,  interest  bearing
   deposits,  non-interest bearing assets and  non-interest  bearing
   liabilities are based on contractual maturities, were applicable,
   as  well as the corporation's historical experience regarding the
   impact  of  interest  rate fluctuations  on  the  prepayment  and
   withdrawal  patterns of certain assets and liabilities.   Regular
   savings,  NOW  and other similar interest bearing demand  deposit
   accounts are subject to immediate withdrawal without penalty  and
   therefore  are presented as beginning to reprice in the  earliest
   period presented in the "gap" table.
   
<PAGE>

ITEM  2.    MANAGEMENT'S  DISCUSSION AND  ANALYSIS  OF  FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS (Continued)
   
   RESULTS OF OPERATIONS (Continued)
   ---------------------------------
   INTEREST SENSITIVITY (In thousands)
   -----------------------------------
   The  following table presents this information as  of  March  31,
   1997 and December 31, 1996:
<TABLE>
<CAPTION>  
                                                    March 31, 1997
                        0-30  DAYS  31-90 DAYS  91-180 DAYS  181-365 DAYS  1-5 YEARS    OVER 5 YRS
<S>                    <C>          <C>          <C>           <C>          <C>         <C>
Interest sensitive
   assets              $  45,547    $  9,652     $  11,538     $  21,694    $ 119,156   $ 61,870
Interest sensitive
   liabilities         $  13,543    $  17,831    $  24,539     $  37,878    $ 121,299   $    365
Interest sensitivity   --------------------------------------------------------------------------
   gap                 $  32,004    $  (8,179)   $ (13,001)    $ (16,184)   $  (2,143)  $ 61,505
                       ==========================================================================
Cumulative gap                      $  23,825    $  10,824     $  (5,360)   $  (7,503)  $ 54,002
Ratio of cumulative gap             =============================================================
to earning assets                       8.82%        4.01%        (1.98%)      (2.78%)    19.99%
                                    =============================================================
</TABLE>

<TABLE>
<CAPTION>
                                                   December 31, 1996
                        0-30  DAYS  31-90 DAYS  91-180  DAYS 181-365 DAYS  1-5 YEARS    OVER 5 YRS
<S>                    <C>          <C>          <C>           <C>          <C>         <C> 
Interest sensitive
   assets              $  42,401    $   6,912    $  13,855     $  20,397    $ 117,481   $ 60,563
Interest sensitive
   liabilities         $  13,673    $  19,101    $  25,281     $  31,181    $ 116,367   $    633
Interest sensitivity   --------------------------------------------------------------------------
   gap                 $  28,728    $ (12,189)   $ (11,426)    $ (10,784)   $   1,114   $ 59,930
                       ==========================================================================
Cumulative gap                      $  16,539    $   5,113     $  (5,671)   $  (4,557)  $ 55,373
Ratio of cumulative gap             =============================================================
to earning assets                       6.29%        1.95%        (2.16%)      (1.74%)    21.09%
                                    =============================================================

</TABLE>
<PAGE>

        ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                                  AND RESULTS OF OPERATIONS (Continued)

CREDIT QUALITY RISK
- -------------------
The  following table presents a comparison of loan performance as of March
31,  1997  with that of March 31, 1996.  Non-accrual loans are  those  for
which  interest income is recorded only when received and past  due  loans
are  those which are contractually past due 90 days or more in respect  to
interest or principal payments.  As of March 31, 1997 the corporation  had
$272,919 in other real estate owned and no in-substance foreclosures.
<TABLE>
<CAPTION>
                                                    At March 31
                                              1997               1996
<S>                                        <C>               <C>
Non-performing Loans:
Loans on non-accrual basis                 $     23,172      $    373,788
Past due loans                                  170,468            20,058
Renegotiated loans                            1,002,802           403,506
                                              ---------         ---------
       Total Non-performing Loans          $  1,196,442      $    797,352
                                              =========         =========
Other real estate owned                         272,919              -

       Total non-performing assets         $  1,469,361      $    797,352
                                              =========         =========
Loans outstanding at end of period         $162,279,648      $147,905,657
Average loans outstanding (year-to-date)   $161,136,149      $145,626,883
Non-performing loans as percent of total
loans                                              .91%              .54%
Provision for possible loan losses         $     45,000      $     15,000

Net charge-offs as percent of average
loans                                              .04%              .01%
Provision for possible loan losses as
percent of net charge-offs                       71.88%            87.27%
Reserve for possible loan losses as
percent of average loans outstanding              1.25%             1.43%
</TABLE>

CAPITAL RESOURCES
- -----------------
Shareholders' equity for the first three months of 1997 averaged $35,625,753
which  represented an increase of $2,250,375 over the average  capital  of
$33,375,378  recorded  in the same period of 1996.  These  capital  levels
represented  a capital ratio of 12.71% in 1997 and 12.59% in  1996.   When
the loan loss reserve is included, the 1997 capital ratio becomes 13.44%.

The  Federal  Reserve Board's risk-based capital guidelines  are  designed
principally  as a measure of credit risk.  These guidelines require  that:
(1)  at least 50% of a banking organization's total capital be common  and
certain other "core" equity capital ("Tier I Capital"); (2) assets and off-
balance sheet items must be weighted according to risk; and (3) the  total
capital to risk-weighted assets ratio be at least 8.00%; and (4) a minimum
4.00%  leverage  ratio  of  Tier I capital  to  average  total  assets  be
maintained.    As  of  March  31,  1997,  the  corporation,  under   these
guidelines, had a Tier I and total equity capital to risk adjusted  assets
ratio of 21.84% and 23.07% respectively.  The leverage ratio was 12.84%.


<PAGE>


        ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                              AND RESULTS OF OPERATIONS (Continued)


CAPITAL RESOURCES (continued)

The table below presents the corporation's capital position at March 31, 1997 
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                          Percent
                                                        of Adjusted
                                               Amount     Assets
<S>                                         <C>           <C>
Tier I Capital                              $ 35,981      21.84
Tier I Capital Requirement                     6,590       4.00

Total Equity Capital                        $ 37,989      23.07
Total Equity Capital Requirement              13,179       8.00

- ----------------------------------------------------------------------

Minimum Leverage Capital                    $ 35,981      12.84
Minimum Leverage Requirement                  11,211       4.00

</TABLE>
<PAGE>

                    PART II - OTHER INFORMATION


   ITEM 1.          LEGAL PROCEEDINGS

                    Not applicable.

   ITEM 2.          CHANGES IN SECURITIES

                    Not applicable.

   ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

                    Not applicable.

   ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                    Not Applicable

   ITEM 5.          OTHER INFORMATION

                    Not applicable

   ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K

                    Not applicable



<PAGE>
                                 SIGNATURES


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.



                                 COMMERCIAL NATIONAL FINANCIAL CORPORATION
                                       (Registrant)






Dated:  May 5, 1997                         [S] Louis A. Steiner
                                            Louis A. Steiner
                                            Chairman of the Board




Dated:  May 5, 1997                         [S] Sandra L. Neiderhiser
                                            Sandra L. Neiderhiser
                                            Secretary/Treasurer


<PAGE>

Commercial National Financial Corporation
900 Ligonier Street
Latrobe, Pennsylvania 15650
Telephone (412) 539-3501


Banking Subsidiary:

Commercial National Bank of Westmoreland County

Banking Offices

Latrobe Area
  900 Ligonier Street            (412) 539-3501
  1900 Lincoln Avenue            (412) 537-9980
  11 Terry Way *                 (412) 539-9774

Pleasant Unity
  Church Street *                (412) 423-5222

Ligonier
  201 Main Street *              (412) 238-9538

West Newton
  109 East Main Street *         (412) 872-5100

Greensburg Area
  Georges Station Road *         (412) 836-7698
  19 North Main Street           (412) 836-7699

  Asset Management and           (412) 836-7670
  Trust Division
  19 North Main Street

Drive-up Facility
Latrobe
  Lincoln Road at
  Josephine Street *             (412) 537-9927

Murrysville
  4785 Old William Penn Highway* (412) 733-4888


* Automatic Teller Facilities

Automatic Teller Facilities also located at
Latrobe Area Hospital, Westmoreland County Airport,
and Saint Vincent College






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