COMMERCIAL NATIONAL FINANCIAL CORP /PA
10-Q, 1998-05-12
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, 1998


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:    (724) 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, 1998

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
                                                1998            1997
<S>                                       <C>             <C>
ASSETS
  Cash and due from banks                 $   7,095,862   $   9,711,026
  Interest bearing deposits with
     other banks                                142,159         130,937
                                           -----------------------------
       Total cash and due from banks          7,238,021       9,841,963

  Federal funds sold                                  -               -
  Investment securities available for sale   56,370,989      54,267,314
  Investment securities held to maturity
  (Market value $61,780,045 in 1998 and
  $65,691,241 in 1997)                       60,082,430      64,114,775

  Loans (all domestic)                      185,106,344     183,639,085
  Less unearned income                         (148,348)       (157,928)
  Less allowance for loan losses             (1,862,256)     (1,882,251)
                                           -----------------------------
       Net loans                            183,095,740     181,598,906

  Premises and equipment                      6,132,952       5,990,786
  Other assets                                4,079,416       3,928,212
                                           -----------------------------
     Total Assets                          $316,999,548    $319,741,956
                                           =============================

LIABILITIES AND SHAREHOLDERS' EQUITY
  Deposits (all domestic):
   Non-interest bearing                    $ 35,688,572    $ 35,968,693
   Interest bearing                         220,903,706     224,721,064
                                           -----------------------------
       Total deposits                       256,592,278     260,689,757

  Short-term borrowings                      13,850,000      17,850,000
  Long-term borrowings                        5,000,000               -
  Other liabilities                           2,193,481       2,757,188
                                           -----------------------------
       Total Liabilities                    277,635,759     281,296,945
                                           -----------------------------
  Shareholders' equity:
   Common stock, par value $2; 10,000,000
   shares authorized; 1,800,000 issued
   and outstanding                            3,600,000       3,600,000

  Retained earnings                          35,424,448      34,604,120

  Unrealized gain/(loss) on 
   available for sale - net of deferred
   taxes of $174,812 in March 1998 and
   $124,096 in December 1997                    339,341         240,891
                                           -----------------------------
     Total Shareholders' Equity              39,363,789      38,445,011
                                           -----------------------------
       Total Liabilities and
       Shareholders' Equity                $316,999,548    $319,741,956
                                           ============================= 

</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
                                                   1998        1997
<S>                                           <C>         <C>
INTEREST INCOME:
Interest and fees on loans                    $4,196,989  $3,563,367
Interest and dividends on investments:
   Taxable interest                            1,256,973   1,188,984
   Interest exempt from federal
     income tax                                  470,000     372,765
   Interest on federal funds sold                    940      14,766
   Interest on bank deposits                       1,431       2,125
                                              -----------------------
     Total interest income                     5,926,333   5,142,007

INTEREST EXPENSE
Interest on deposits                           2,379,222   2,195,868
Interest on short-term borrowings                215,592      27,350
Interest on long-term borrowings                  47,630           -
                                              -----------------------
     Total interest expense                    2,642,444   2,223,218

NET INTEREST INCOME                            3,283,889   2,918,789

Provision for loan losses                         90,000      45,000
                                              -----------------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES                      3,193,889   2,873,789

OTHER INCOME
Asset management and trust income                 75,807      25,922
Service charges on deposit accounts              133,041     135,373
Other service charges and fees                   154,080     102,411
Net Securities gains                              11,271           -
Other income                                      84,312      78,594
                                              -----------------------
     Total other income                          458,511     342,300

OTHER EXPENSES
Salaries and employee benefits                 1,206,906   1,182,498
Net occupancy expense                            150,888     142,471
Furniture and equipment expense                  142,115     159,236
Pennsylvania shares tax                           72,814      67,419
Other expense                                    517,349     489,358
                                              -----------------------
     Total other expenses                      2,090,072   2,040,982

INCOME BEFORE TAXES                            1,562,328   1,175,107
Applicable income taxes                          382,000     284,000
                                              -----------------------
NET INCOME                                    $1,180,328  $  891,107
                                              =======================
Average Shares Outstanding                     1,800,000   1,800,000
                                              =======================
EARNINGS PER SHARE                            $      .66  $      .50
                                              =======================
CASH DIVIDENDS DECLARED PER SHARE             $      .20  $      .16
                                              =======================
</TABLE>

The  accompanying  notes  are  an integral part  of  these  consolidated
financial statements.

<PAGE>

                      COMMERCIAL NATIONAL FINANCIAL CORPORATION
                    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>

                                                 March 31        March 31
                                                   1998            1997
                                            --------------------------------
<S>                                         <C>                 <C>
Net Income                                  $  1,180,328        $   891,107
Other comprehensive income, net of tax:
  unrealized gain/(loss) on securities
  available for sale - net of deferred
  taxes of $50,716 in March 1998 and 
  $(86,232) in March 1997.                        98,450           (167,393)
                                            --------------------------------
                                            $  1,278,778        $   723,714
                                            ================================
</TABLE>

            The corporation has adopted Statement of Financial Accounting
            Standards No. 130, "Reporting Comprehensive Income." This
            statement establishes standards for reporting and displaying
            comprehensive income and it's components in a full set of
            financial statements.

<PAGE>

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

                                                                          Unrealized
                                                                          Gain/(Loss)
                                                                         on Investment
                                                            Additional     Securities             Total
                                   Common      Paid-in       Retained      Available           Shareholders'        
                                   Stock       Capital       Earnings       for Sale               Equity
<S>                            <C>             <C>       <C>                <C>                <C>
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
                               ============================================================================


Balance at December 31, 1997   $3,600,000      $    -     $ 34,604,120      $ 240,891          $38,445,011

   Net income                           -           -        1,180,328              -            1,180,328

   Cash dividends declared
   ($.20 per share)                     -           -         (360,000)             -             (360,000)

Net change in unrealized
gain/(loss) on investment
securities AFS net of taxes             -           -                -         98,450               98,450

                               ----------------------------------------------------------------------------
Balance at March 31, 1998      $3,600,000      $    -      $35,424,448      $ 339,341          $39,363,789
                               ============================================================================
</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

                                                      1998            1997
 
<S>                                              <C>             <C>
OPERATING ACTIVITIES
 Net income                                      $ 1,180,328    $   891,107
 Adjustments to reconcile net income to net
     cash from operating activities:
 Depreciation and amortization                       144,986        156,717
 Provision for loan losses                            90,000         45,000
 Net accretion/(amortization) of securities  
 and loan fees                                        27,176         30,682
 Increase in interest receivable                    (126,784)      (327,236)
 Decrease in interest payable                       (197,617)      (105,576)
 Increase in taxes payable                           147,812         72,975
 Decrease in other liabilities                      (513,901)      (497,777)
 (Increase)Decrease in other assets                  (75,136)         29,566
 Net security gains                                  (11,271)              -
                                                   --------------------------
        Net cash provided by operating activities    665,593         295,458
                                                   --------------------------

INVESTING ACTIVITIES
 Net(increase)decrease in deposits
     with other banks                                (11,222)         24,622
 Net decrease in fed funds sold                            -               -
 Purchase of securities AFS                       (2,735,950)     (7,106,069)
 Purchase of securities HTM                       (1,966,778)     (3,511,793)
 Maturities and calls of securities AFS              757,215       4,000,000
 Maturities and calls of securities HTM            6,000,000         860,000
 Net increase in loans                            (1,579,391)     (2,415,744)
 Purchase of premises and equipment                 (287,152)       (173,703)
                                                  ---------------------------
      Net cash used in investing activities          176,722      (8,325,687)
                                                  --------------------------- 

FINANCING ACTIVITIES
 Net increase(decrease)in deposits                (4,097,479)       7,016,698
 Net increase(decrease)in other 
   short-term borrowings                          (4,000,000)       1,100,000
 Net increase in long-term borrowings              5,000,000                -
 Dividends paid                                     (360,000)        (288,000)
                                                  ----------------------------
      Net cash provided by financing activities   (3,457,479)       7,828,698
                                                  ----------------------------
                                                  (2,615,164)        (201,531)

Cash and cash equivalents at beginning of year     9,711,026        8,839,707
                                                  ----------------------------
Cash and cash equivalents at end of quarter     $  7,095,862     $  8,638,176
                                                  ============================

Supplemental disclosures of cash flow information:

 Cash paid during the year for:
      Interest                                  $  2,840,061     $  2,328,794
                                                  ============================
      Income Taxes                              $    319,000     $    200,000
                                                  ============================
</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, 1998
     
   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, 1997, 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, 1998 and the
   results of operations for the three month periods ended March 31,
   1998  and  1997, and the statements of cash flows and changes  in
   shareholders' equity for the three month periods ended March  31,
   1998  and 1997.  The results of the three months ended March  31,
   1998 are not necessarily indicative of the results to be expected
   for the entire year.
   
   Note 2  Allowance for Loan Losses
   ------  ----------------------------------
   Description of changes:
   
                                                1998           1997
   
   Allowance balance January 1              $1,882,251     $2,035,818
   
   Additions:
   Provision charged to operating expenses      90,000          45,000
   Recoveries on previously charged off
    loans                                        1,968           3,242
   
   Deductions:
   Loans charged off                          (111,963)        (65,848)
                                            ---------------------------    
   Allowance balance March 31               $1,862,256      $2,018,212
                                            ===========================
   <PAGE>
   
   ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS
   
   RESULTS OF OPERATIONS
   ---------------------
   First  Three Months of 1998 as compared to the First Three Months
   of 1997
   -----------------------------------------------------------------   

   Pre-tax  net  income  for  the first three  months  of  1998  was
   $1,562,328 compared to $1,175,107 during the same period of 1997,
   representing a 32.95% increase.
   
   Interest  income was $5,926,333, an increase of 15.25%. The  loan
   return  rate increased twenty-two (22) basis points to 9.07%  and
   the  securities  return rate increased one  (1)  basis  point  to
   5.96%.  As  a  result, the return rate on total  average  earning
   assets  increased seventeen (17) basis points to  7.87%.  Average
   earning asset volume rose $34,529,095, a 12.92% increase.
   
   Interest expense was $2,642,444, an increase of 18.86%. The  cost
   rate  on  average  interest-bearing  liabilities  was  4.40%,   a
   seventeen  (17)  basis point increase from a  year  ago.  Average
   interest-bearing liabilities volume rose $29,639,893, an increase
   of 14.09%.
   
   Net  interest  income rose 12.51% to $3,283,889, and  represented
   4.15%  of average total assets compared to 4.17% during the first
   three months of 1997.
   
   The average allowance for loan losses declined 8.06% to $1,870,335.
   By  comparison, total average loans grew 14.92% during  the  same
   period.   The  1998 first three months provision for loan  losses
   was  $90,000, compared to $45,000 for the first three  months  of
   1997, a 100% increase.
   
   Net  interest  income after the application of the provision  for
   loan losses  grew $320,100  to  $3,193,889, representing  a 4.04%  
   return on total average assets compared to 4.10%  for  the  first 
   three months of 1997.
   
   Non-interest   income  increased  33.95%   to   $458,511.   Asset
   management  and  trust fees totaled $75,807. Service  charges  on
   deposit  accounts  declined  1.72%  to  $133,041.  Other  service
   charges  and  fees  rose 50.45% reaching $154,080.  Other  income
   declined  7.28%  to  $84,312. Securities  gains  of  11,271  were
   realized on called investments.
   
   Non-interest expense reached $2,090,072, an increase of 2.41%, or
   $49,090, while total average assets grew 12.93%. Personnel  costs
   rose  2.06%,  a  $24,408   increase. Net occupancy  expense  rose
   5.91%,  or  $8,417.  Furniture  and  equipment  expense  declined
   10.75%,  representing  a cost decrease of  $17,121.  Pennsylvania
   shares  tax  expense  was $72,814, an increase  of  8.00%.  Other
   expense rose 5.72%, an increase of $27,991.
   
   <PAGE>

   ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS
   
   RESULTS OF OPERATIONS (continued)
   ---------------------------------   
   First  Three Months of 1998 as compared to the First Three Months
   of 1997 continued
   -----------------------------------------------------------------   

   Federal  income  tax  on total first three  months  earnings  was
   $382,000 compared to $284,000 a year ago.  Net income after taxes
   increased  $289,221  to $1,180,328, an increase  of  32.46%.  The
   annualized return on average assets was 1.49% for the first three
   months of 1998 compared to 1.27% for the three months ended March
   31,  1997. The annualized return on average equity through  March
   31,  1998 was 12.14% and had been 10.01% through the first  three
   months of 1997.
   
   
   <PAGE>

   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 $53,804,337  with
   net unrealized gains of $514,513 on March 31, 1998.
   
   During  the  first three months of 1998, average interest-bearing
   liabilities increased $29,639,893 over the same period  in  1997.
   Investments  maturing within one year were 7.40% of total  assets
   on March 31, 1998 and 6.53% on March 31, 1997.
   
   Average  loans  grew  by $24,037,052 and the  average  securities
   portfolio (including federal funds sold) increased $10,492,043.
   
   
   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,
   1998 and December 31, 1997:

<TABLE>
<CAPTION>   

                                        March 31, 1998
                     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               $  49,601    $   6,696    $   7,385    $  22,065    $ 122,204    $ 91,152
Interest sensitive
liabilities          $  14,279    $  23,932    $  26,794    $  47,150    $ 110,324    $ 17,275
Interest sensitivity --------------------------------------------------------------------------
gap                  $  35,322    $ (17,236)   $ (19,409)   $ (25,085)   $  11,880    $ 73,877
                     ==========================================================================
Cumulative gap                    $  18,086    $  (1,323)   $ (26,408)   $ (14,528)   $ 59,349
Ratio of cumulative gap           =============================================================
to earning assets                     6.00%       (0.44%)      (8.75%)      (4.82%)     19.67%
                                  =============================================================

</TABLE>

<TABLE>
<CAPTION>
                                         December 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               $  50,363    $   6,582    $  11,657    $  17,290    $ 123,613    $ 90,953
Interest sensitive
liabilities          $  19,944    $  29,790    $  26,938    $  35,667    $ 112,426    $ 17,806
Interest sensitivity --------------------------------------------------------------------------
gap                  $  30,419    $ (23,208)   $ (15,281)   $ (18,377)   $  11,187    $ 73,147
                     ==========================================================================
Cumulative gap                    $   7,211    $  (8,070)   $ (26,447)   $ (15,260)   $ 57,887
Ratio of cumulative gap           =============================================================
to earning assets                     2.39%       (2.67%)      (8.75%)      (5.05%)     19.16%
                                  =============================================================
</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,  1998  with  that of March 31, 1997. 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, 1998 the corporation  had
no other real estate owned and no in-substance foreclosures.

                                                   At March 31
                                               1998              1997

Non-performing Loans:
Loans on non-accrual basis                $         -       $    23,172
Past due loans                                371,859           170,468
Renegotiated loans                            930,547         1,002,802
       Total Non-performing Loans         $ 1,302,406       $ 1,196,442
Other real estate owned                             -           272,919

       Total non-performing assets        $ 1,302,406       $ 1,469,361

Loans outstanding at end of period        $184,957,996      $162,279,648
Average loans outstanding (year-to-date)  $185,173,201      $161,136,149
Non-performing loans as percent of total
loans                                             .70%              .91%
Provision for loan losses                 $     90,000      $     45,000

Net charge-offs as percent of average
loans                                             .06%              .04%
Provision for loan losses as
percent of net charge-offs                      81.82%            71.88%
Reserve for losses as
percent of average loans outstanding             1.01%             1.25%


CAPITAL RESOURCES
- -----------------
Shareholders' equity for the first three months of 1998 averaged $38,877,932
which  represented an increase of $3,252,179 over the average  capital  of
$35,625,753  recorded  in the same period of 1997.  These  capital  levels
represented a capital ratio of 12.30% in 1998 and 12.71% in 1997. When the
loan loss allowance is included, the 1998 capital ratio becomes 12.90%.

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,  1998,  the  corporation,  under   these
guidelines, had a Tier I and total equity capital to risk adjusted  assets
ratio of 21 22% and 22.23% respectively. The leverage ratio was 12.35%.


<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,
1998 (Dollar amounts in thousands)

                                                           Percent
                                                         of Adjusted
                                              Amount       Assets
                                              ------     -----------
Tier I Capital                              $ 39,024        21.22
Tier I Capital Requirement                     7,356         4.00

Total Equity Capital                        $ 40,887        22.23
Total Equtiy Capital Requirement              14,713         8.00

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

Leverage Capital                            $ 39,024        12.35
Leverage Requirement                          12,638         4.00

<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 11, 1998             [S] Louis T. Steiner
                                 ------------------------ 
                                 Louis T. Steiner
                                 Chief Executive Officer




Dated:  May 11, 1998             [S] Wendy S. Schmucker
                                 ------------------------
                                 Wendy S. Schmucker
                                 Secretary/Treasurer

<PAGE>

Commercial National Financial Corporation
900 Ligonier Street
Latrobe, Pennsylvania 15650
Telephone (724) 539-3501

Banking Subsidiary:

Commercial National Bank of Westmoreland County
BANKING OFFICES
Latrobe Area
  900 Ligonier Street              (724) 539-3501
  1900 Lincoln Avenue              (724) 537-9980
  11 Terry Way *                   (724) 539-9774

Pleasant Unity
  Church Street *                  (724) 423-5222

Ligonier
  201 Main Street *                (724) 238-9538

West Newton
  109 East Main Street *           (724) 872-5100

Greensburg Area
  Georges Station Road *           (724) 836-7698
  19 North Main Street             (724) 836-7699

  Asset Management and             (724) 836-7670
  Trust Division
  19 North Main Street

Drive-up Facility
Latrobe
  Lincoln Road at
  Josephine Street *               (724) 537-9927

Murrysville
  4785 Old William Penn Highway*   (724) 733-4888

* Automatic Teller Facilities

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

Touchtone Teller 24-hour banking service:    Website Address:
(724)537-9977                                www.cnbthebank.com
Free from Blairsville, Derry,
Greensburg, Kecksburg, Latrobe,
Ligonier and New Alexandria.
1-800-803-BANK
Free from all other locations.





<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       7,095,862
<INT-BEARING-DEPOSITS>                         142,159
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 56,370,989
<INVESTMENTS-CARRYING>                      60,082,430
<INVESTMENTS-MARKET>                        61,780,045
<LOANS>                                    184,957,996
<ALLOWANCE>                                  1,862,256
<TOTAL-ASSETS>                             316,999,548
<DEPOSITS>                                 256,592,278
<SHORT-TERM>                                13,850,000
<LIABILITIES-OTHER>                          2,193,481
<LONG-TERM>                                  5,000,000
                                0
                                          0
<COMMON>                                     3,600,000
<OTHER-SE>                                  35,763,789
<TOTAL-LIABILITIES-AND-EQUITY>             316,999,548
<INTEREST-LOAN>                              4,196,989
<INTEREST-INVEST>                            1,726,973
<INTEREST-OTHER>                                 2,371
<INTEREST-TOTAL>                             5,926,333
<INTEREST-DEPOSIT>                           2,379,222
<INTEREST-EXPENSE>                           2,642,444
<INTEREST-INCOME-NET>                        3,283,889
<LOAN-LOSSES>                                   90,000
<SECURITIES-GAINS>                              11,271
<EXPENSE-OTHER>                              2,090,072
<INCOME-PRETAX>                              1,562,328
<INCOME-PRE-EXTRAORDINARY>                   1,180,328
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,180,328
<EPS-PRIMARY>                                    $ .66
<EPS-DILUTED>                                    $ .66
<YIELD-ACTUAL>                                    7.87
<LOANS-NON>                                          0
<LOANS-PAST>                                   371,859
<LOANS-TROUBLED>                               930,547
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             1,882,251
<CHARGE-OFFS>                                  111,963
<RECOVERIES>                                     1,968
<ALLOWANCE-CLOSE>                            1,862,256
<ALLOWANCE-DOMESTIC>                         1,862,256
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

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