COMMERCIAL NATIONAL FINANCIAL CORP /PA
10-Q, 1998-11-09
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 SEPTEMBER 30, 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 OCTOBER 31, 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>

                                            September 30     December 31
                                                 1998            1997
<S>                                        <C>             <C>
ASSETS
Cash and due from banks                    $   8,399,973   $  9,711,026
Interest bearing deposits with
  other banks                                    165,915        130,937
                                              --------------------------
     Total cash and due from banks             8,565,888      9,841,963

Federal funds sold                                  -              -
Investment securities available for sale     123,686,257     54,267,314
Investment securities held to maturity
(Market value $69,529,799 in 1997)                  -        64,114,775


Loans (all domestic)                         188,309,446    183,639,085
  Less unearned income                          (142,787)      (157,928)
   Less reserve for possible loan losses      (1,892,373)    (1,882,251)
                                             ---------------------------
     Net loans                               186,274,286    181,598,906

  Premises and equipment                       6,150,541      5,990,786
  Other assets                                 3,456,131      3,928,212
                                             ---------------------------
     Total Assets                           $328,133,103   $319,741,956
                                            ============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits (all domestic):

  Non-interest bearing                     $  39,624,013   $  35,968,693
  Interest bearing                           218,133,479     224,721,064
                                            -----------------------------
     Total deposits                          257,757,492     260,689,757

Short-term borrowings                         20,450,000      17,850,000
Long-term borrowings                           5,000,000            -
Other liabilities                              2,505,260       2,757,188
                                            -----------------------------
     Total Liabilities                       285,712,752     281,296,945
                                            -----------------------------
Shareholders' Equity:
  Common stock, par value $2
  Authorized shares 10,000,000; issued
  and outstanding 1,800,000 shares             3,600,000       3,600,000

  Retained earnings                           36,913,063      34,604,120
  Accumulated other comprehensive income       1,907,288         240,891
                                            -----------------------------
     Total Shareholders' Equity               42,420,351      38,445,011
                                            -----------------------------
     Total Liabilities and
     Shareholders' Equity                   $328,133,103    $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>
                                             Three Months                  Nine Months
                                            Ending Sept 30                Ending Sept 30
                                             1998        1997            1998         1997
<S>                                     <C>         <C>            <C>          <C> 
INTEREST INCOME:
 Interest and fees on loans             $4,140,119  $3,883,874     $12,556,149  $11,224,874
 Interest and dividends on investments:
    Taxable interest                     1,185,543   1,182,182       3,633,642    3,600,031
 Interest exempt from federal
    income tax                             475,088     448,513       1,424,247    1,237,972
 Interest on federal funds sold             28,266       8,709          39,139       31,855
 Interest on bank deposits                   2,098       1,731           5,504        5,941
                                         ---------------------------------------------------
    Total interest income                5,831,114   5,525,009      17,658,681   16,100,673

INTEREST EXPENSE:
 Interest on deposits                    2,390,395   2,417,457       7,121,176    6,917,619
 Interest on short-term borrowings          89,625      70,122         447,428      159,456
  Interest on long-term borrowings          71,836        -            190,521         -
                                         ---------------------------------------------------
    Total interest expense               2,551,856   2,487,579       7,759,125    7,077,075
                                         ---------------------------------------------------
NET INTEREST INCOME                      3,279,258   3,037,430       9,899,556    9,023,598
PROVISION FOR POSSIBLE LOAN LOSSES         120,000      75,000         315,000      180,000
                                         ---------------------------------------------------
NET INTEREST INCOME AFTER
 PROVISION FOR LOAN LOSSES               3,159,258   2,962,430       9,584,556    8,843,598
OTHER INCOME
 Asset management and trust income          55,265      45,051         188,012      116,594
 Service charges on deposit accounts       151,677     146,400         433,187      429,606
 Other service charges and fees            126,693      94,168         403,337      307,378
 Securities gains/losses                    (1,158)       -             10,113         -
 Other income                              100,641      98,068         265,091      257,441
                                         ---------------------------------------------------
    Total other income                     433,118     383,687       1,299,740    1,111,019

OTHER EXPENSES
 Salaries and employee benefits          1,198,630   1,110,676       3,622,263    3,417,151
 Net occupancy expense                     152,691     127,866         461,379      398,021
 Furniture and equipment expense           157,713     115,420         462,446      443,305
 PA shares tax                              77,929      70,257         228,673      207,933
 Other expense                             572,977     490,761       1,611,592    1,512,382
                                         ---------------------------------------------------
    Total other expenses                 2,159,940   1,914,980       6,386,353    5,978,792
                                         ---------------------------------------------------
INCOME BEFORE TAXES                      1,432,436   1,431,137       4,497,943    3,975,825
 Applicable income taxes                   336,000     347,000       1,073,000      958,000
                                         ---------------------------------------------------
NET INCOME                              $1,096,436  $1,084,137      $3,424,943   $3,017,825
                                         ===================================================
Average Shares Outstanding               1,800,000   1,800,000       1,800,000    1,800,000
                                         ===================================================
EARNINGS PER SHARE                      $      .61  $      .60      $     1.90   $     1.68
                                         ===================================================
CASH DIVIDENDS DECLARED PER SHARE       $      .22  $      .18      $      .62   $      .52
                                         ===================================================
</TABLE>

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

<PAGE>
                     COMMERCIAL NATIONAL FINANCIAL CORPORATION
             CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                 Accumulated
                                                                                    Other        Total
                                       Common      Retaned      Comprehensive   Comprehensive  Shareholders'
                                        Stock      Earnings         Income          Income       Equity
<S>                                 <C>           <C>             <C>            <C>          <C> 
Balance at December 31, 1996        $3,600,000    $31,777,511     $     -        $  10,743    $35,388,254

Comprehensive income:
Net income                                -         3,017,825      3,017,825          -         3,017,825
Other comprehensive income,
    net of taxes
Unrealized gains/(losses) on
    investment securities AFS,
    net of reclassification adj           -              -           100,050       100,050        100,050
                                                                   ---------
Total comprehensive income                                         3,117,875
                                                                   =========
Cash dividends declared
    ($.52 per share)                      -          (936,000)                        -          (936,000)
                                    ----------------------------------------------------------------------
Balance at September 30, 1997       $3,600,000    $33,859,336                     $110,793    $37,570,129
                                    ======================================================================


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

Comprehensive income,
Net income                                -         3,424,943      3,424,943          -         3,424,943
Other comprehensive income,
     net of taxes
Unrealized gains/(loans) on
     investment securities AFS,
     net of reclassification adj          -              -         1,666,397     1,666,397      1,666,397
                                                                   ---------
Total comprehensive income                                         5,091,340
                                                                   =========
Cash dividends declared
   ($.62 per share)                       -        (1,116,000)                        -        (1,116,000)
                                    ----------------------------------------------------------------------
Balance at September 30, 1998       $3,600,000    $36,913,063                   $1,907,288    $42,420,351
                                    ======================================================================
</TABLE>

                                                1998         1997

Disclosure of reclassification amount:
   Unrealized holding gains/(losses) 
   arising during  period                    1,666,397      100,050
   Less:  reclassification adjustment 
          for gains included in net income,
          net of taxes of 2,412 in 1998.         7,701         -
   Net unrealized gains/(losses)             -----------------------
   on securities                             1,658,696      100,050
                                             =======================


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 Nine Months
                                                               Ended September 30 
                                                             1998             1997
<S>                                                     <C>            <C>
OPERATING ACTIVITIES
  Net income                                            $3,424,943     $3,017,825
  Adjustments to reconcile net income to net
   cash from operating activities:
  Depreciation and amortization                            454,329        434,166
  Provision for possible loan losses                       315,000        180,000
  Net amortization of securities
  and loan fees                                             64,309         47,836
  (Increase) decrease in interest receivable                67,732       (420,507)
  Increase (decrease) in interest payable                 (156,765)         8,096
  Increase (decrease) in taxes payable                     (67,329)       120,696
  Decrease in other liabilities                           (394,530)      (180,761)
  (Increase) decrease in other assets                      (87,401)       160,519
  Net securities gains                                     (10,113)          -
                                                        --------------------------
     Net cash provided by operating activities           3,610,175      3,367,870
                                                        --------------------------
INVESTING ACTIVITIES
  Net decrease (increase) in deposits
   with other banks                                        (34,978)        44,037
  Net decrease in fed funds sold                              -         5,425,000
  Purchase of securities AFS                           (24,990,039)   (10,768,047)
  Purchase of securities HTM                            (1,966,778)   (23,179,071)
  Maturities and calls of securities AFS                 2,904,504     11,104,410
  Maturities and calls of securities HTM                12,175,000      5,089,061
  Sale of securities AFS                                 8,996,484     16,641,321
  Net increase in loans                                 (4,943,072)   (11,957,104)
  Purchase of premises and equipment                      (614,084)    (1,141,715)
                                                       ---------------------------
     Net cash used in investing activities              (8,472,963)    (8,742,108)
                                                       ---------------------------
FINANCING ACTIVITIES
  Net increase (decrease) in deposits                   (2,932,265)    21,541,630
  Net increase in short-term borrowings                  2,600,000      3,225,000
  Net increase in long-term borrowings                   5,000,000           -
  Dividends paid                                        (1,116,000)      (936,000)
                                                       ---------------------------
     Net cash provided by financing activities           3,551,735     23,830,630
                                                       ---------------------------
     Increase (decrease) in cash and cash equivalents   (1,311,053)     1,307,065

Cash and cash equivalents at beginning of year           9,711,026      8,839,707
                                                        --------------------------
Cash and cash equivalents at end of quarter            $ 8,399,973    $10,146,772
                                                        ==========================
Supplemental disclosures of cash flow information:

Cash paid during the year for:
  Interest                                             $ 7,915,890    $ 7,068,979
                                                        ==========================
  Income taxes                                         $ 1,062,000    $   766,800
                                                        ==========================
</TABLE>

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

<PAGE>

           COMMERCIAL NATIONAL FINANCIAL CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       September 30, 1998

Note 1  Management Representation
- ---------------------------------
        The accomanying 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.   On
        September  15,  1998,  the Board of  Directors  adopted new
        investment  guidelines to transfer all  remaining  held-to-
        maturity securities into available-for-sale. This move  was
        done   in   order  to  conform  with  the  new   F.F.E.I.C.
        regulations and allows management to address certain  risks
        pertaining  to  the  entire investment  portfolio.  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 September  30,  1998
        and  the results of operations for the three and nine month
        periods  ended  September  30,  1998  and  1997,  and   the
        statements  of  cash  flows  and changes  in  shareholders'
        equity for the nine month periods ended September 30,  1998
        and  1997.   The results of the nine months ended September
        30,  1998 are not necessarily indicative of the results  to
        be expected for the entire year.

Note 2  Reserve for Possible Loan Losses
- ----------------------------------------
        Description of changes:
                                                    1998          1997

        Reserve balance January 1               $ 1,882,251   $ 2,035,819

        Additions:
         Provision charged to operating expenses    315,000       180,000
         Recoveries on previously charged off
         loans                                        6,614        18,118

        Deductions:
        Loans charged off                          (311,492)     (335,509)
                                                  ------------------------
        Reserve balance September 30            $ 1,892,373   $ 1,898,428
                                                  ========================

<PAGE>


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

RESULTS OF OPERATIONS
- ---------------------
First  Nine Months of 1998 as compared to the First Nine  Months  of
1997
- --------------------------------------------------------------------
Pre-tax  net income for the first nine months of 1998 was $4,497,943
compared  to $3,975,825 during the same period of 1997, representing
a 13.13% increase.

Interest  income  was $17,658,681, an increase of  9.68%.  The  loan
return  rate  increased  four (4) basis  points  to  9.03%  and  the
securities return rate increased  five (5) basis points to 5.98%. As
a  result, the return rate on total average earning assets increased
nine  (9)  basis points to 7.87%. Average earning asset volume  rose
$23,218,308, an 8.41% increase.

Interest expense was $7,759,125, an increase of 9.64%. The cost rate
on  average interest bearing liabilities was 4.39%, a four (4) basis
point  increase from a year ago. Average interest bearing  liability
volume rose $18,676,001, an increase of 8.61%.

Net  interest income increased 9.71% to $9,899,556, and  represented
4.19%  of  average total assets compared to 4.16% during  the  first
nine months of 1997.

The average reserve for loan losses declined 5.10% to $1,867,483. By
comparison, total average loans grew 11.46% during the same  period.
The  1998  first nine months provision for loan losses was $315,000,
compared to $180,000 for the first nine months of 1997, representing
a 75.00% increase.

Net  interest  income  after the application of  the  provision  for
possible loan losses grew 8.38% to $9,584,556 representing  a  4.06%
return on total average assets compared to 4.08% for the first  nine
months of 1997.

Non-interest income increased 16.99% to $1,299,740. Service  charges
on  deposit  accounts grew 0.83% to $433,187. Other service  charges
and  fees  rose  31.22%, reaching $403,337. Other  income  increased
31.22%   to  $265,091.  Asset  management  and  trust  fees  totaled
$188,012, an increase of 61.25%. Gains on securities called and sold
amounted to $10,113.

Non-interest  expense  was  $6,386,352, an  increase  of  6.82%,  or
$407,560,  while  total average assets grew 8.81%.  Personnel  costs
rose  6.00%, a $205,112 increase. Net occupancy expense rose 15.92%,
or   $63,358.  Furniture  and  equipment  expense  rose  by   4.32%,
representing  a  cost increase of $19,141. Pennsylvania  shares  tax
expense  was  $228,673,  an increase of 9.97%.  Other  expense  rose
6.56%, an increase of $99,210.

Federal  income  tax  on  total  first  nine  months  earnings   was
$1,073,000  compared to $958,000 a year ago. Net income after  taxes
rose  13.49% to $3,424,943, an increase of $407,118. The  annualized
return on average assets was 1.45% for the first nine months of 1998
compared to 1.39% for the nine months ended September 30, 1997.  The
annualized return on average equity through September 30,  1998  was
11.51%  and had been 11.08% through the first nine months  of  1997.

<PAGE>

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

RESULTS OF OPERATIONS (continued)
- ---------------------------------
Three  Months  Ended Sep 30, 1998 as Compared to  the  Three  Months
Ended Sep 1997
- --------------------------------------------------------------------
Pre-tax  net  income  for the third quarter of 1998  was  $1,432,436
compared to $1,431,137 during the same period of 1997.

Interest  income  was $5,831,114, an increase  of  5.54%.  The  loan
return  rate  decreased  seven  (7)  basis  points  to  8.91%,   the
securities return rate increased eleven (11) basis points  to  6.02%
and  the return rate on total average earning assets increased  four
(4)  basis  points to 7.82%. Volume growth in total average  earning
assets was $14,070,389.

Interest  expense was $2,551,856, an increase of 2.58%.  The  volume
increase  on  average interest-bearing liabilities  was  $8,782,619.
Cost rate fell to 4.39%, a five (5) basis point decrease from a year
ago.

The  average  reserve for loan losses declined 2.44% to  $1,870,148,
while  total  average  loans  grew 7.40%.  The  1998  third  quarter
provision for loan losses was $120,000, compared to $75,000 for  the
third quarter of 1997, representing a 60.00% increase.

Net  interest  income  after the application of  the  provision  for
possible loan losses grew 6.64% to $3,159,258 representing  a  4.02%
return  on  total  average assets compared to 3.98%  for  the  third
quarter of 1997.

Non-interest  income  increased 12.88%,  or  $49,431,  to  $433,118.
Service  charges  on deposit accounts increased 3.60%  to  $151,677.
Other  service charges and fees increased 34.54% to $126,693.  Other
income increased 2.62% to $100,641. Asset management and trust  fees
totaled  $55,265,  representing a 22.67%  increase.  Net  securities
losses on bonds sold and called amounted to $1,158.

Non-interest expense grew 12.79%, a $244,959 increase,  compared  to
total  average asset growth of 5.38%. Personnel costs rose 7.92%, an
$87,954  increase.  Net  occupancy expense rose  19.41%,  a  $24,825
increase.  Furniture and equipment expense rose  36.64%,  a  $42,293
increase. Pennsylvania shares tax expense was 77,929, an increase of
10.92%. Other expense rose 16.75%, an $82,216 increase.

Federal  income  tax  on total third quarter earnings  was  $336,000
compared  to  $347,000  a  year ago.  Net  income  after  taxes  was
$1,096,436. The annualized return on average assets  was  1.40%  for
the  three  months ended September 1998 compared to  1.45%  for  the
third quarter of 1997. The annualized  return on average equity  for
the  third  quarter of 1998 was 10.84% compared to  11.71%  for  the
third quarter 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 $121,633,757 on September 30, 1998.

During  the  first  nine  months of 1998,  average  interest-bearing
liabilities  increased $18,676,001 over the  same  period  in  1997.
Investments maturing within one year were 6.21% of total  assets  on
September 30, 1998 and 5.08% on September 30, 1997.

Average  loans  grew  by  $19,069,029  and  the  average  securities
portfolio, including federal funds sold, increased $4,149,279.


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 and therefore are presented as beginning to
reprice in the earliest period presented in the "gap" table.

<PAGE>

INTEREST
SENSITIVITY (In thousands)
- --------------------------
The following table presents this information as of September 30, 1998 and
December 31, 1997:

<TABLE>

<CAPTION>




                                              September 30, 1998
                     0-30 DAYS   31-90 DAYS  91-180 DAYS   181-365 DAYS  1 - 5 YEARS   OVER 5YRS
<S>                   <C>          <C>         <C>           <C>          <C>          <C>
Interest sensitive
 assets               $ 45,038     $  5,311    $   9,122     $  26,923    $ 111,998    $108,716
Interest sensitive
 liabilities          $ 26,552     $ 19,087    $  38,455     $  37,134    $ 105,965    $ 16,526
Interest sensitivity  ---------------------------------------------------------------------------
 gap                  $ 18,486     $(13,776)   $ (29,333)    $ (10,211)   $   6,033    $ 92,190
                      ===========================================================================
Cumulative gap                     $  4,710    $ (24,623)    $ (34,834)   $ (28,801)   $ 63,389
Ratio of cumulative gap            ==============================================================
 to earning assets                     1.51%      (7.89%)      (11.16%)      (9.23%)     20.31%
                                   ==============================================================

</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%)     19.09%
                                   ==============================================================
</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
September  30,  1998 with that of September 30,  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  September 30, 1998 the corporation had no other real  estate
owned and no in substance foreclosures.
                                                      At Sept 30,
                                                 1998             1997
Non-performing Loans:
 Loans on non-accrual basis               $      83,527    $      23,172
 Past due loans                                 144,880          144,385
 Renegotiated loans                             893,024          965,341
                                              ---------------------------
   Total non-performing loans             $   1,121,431    $   1,132,898
 Other real estate owned                  $        -       $        -
                                              ---------------------------
   Total non-performing assets            $   1,121,431    $   1,132,898
                                              ===========================
Loans outstanding at end of period        $ 188,166,659    $ 177,185,743
Average loans outstanding (year-to-date)  $ 185,473,846    $ 166,404,817
Non-performing loans as percent of total
 loans                                             .60%             .64%
Provision for possible loan losses        $     315,000    $     180,000
Net charge-offs                           $     304,878    $     317,391
Net charge-offs as percent of average
 loans                                             .16%             .15%
Provision for possible loan losses as
 percent of net charge-offs                     103.32%           56.71%
Reserve for possible loan losses as
 percent of average loans outstanding             1.02%            1.14%

CAPITAL RESOURCES
- -----------------
Shareholders'  equity  for the first nine months  of  1998  averaged
$39,670,937  which  represented an increase of $3,353,198  over  the
average capital of $36,317,739 recorded in the same period of  1997.
These  capital levels represented a capital ratio of 12.60% in  1998
and 12.55% in 1997. When the loan loss reserve is included, the 1998
capital ratio becomes 13.19%.

The  Federal  Reserve Board has issued risk-based  capital  adequacy
guidelines which went into effect in stages through 1992. The  risk-
based  capital  standard is 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%;  and  (4)  a
minimum  4.00%  leverage ratio of Tier I capital  to  average  total
assets. The minimum leverage ratio is not specifically defined,  but
is  generally expected to be 4-5 percent for all but the most highly
rated  banks,  as determined by a regulatory rating system.   As  of
September 30, 1998, the corporation, under these guidelines,  had  a
Tier  I  and total equity capital to risk adjusted assets  ratio  of
21.57%  and  22.58%  respectively. The  leverage  ratio  was  12.92%

<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
September 30, 1998 (Dollar amounts in thousands)

                                                         Percent
                                                       of Adjusted
                                           Amount        Assets
                                           ------      -----------
Tier I Capital                          $ 40,513          21.57
Risk-Based Requirement                     7,452           4.00

Total Equity Capital                    $ 42,405          22.58
Risk-Based Requirement                    14,904           8.00

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

Leverage Capital                        $ 40,513          12.92
Minimum Leverage Requirement              12,540           4.00


Year 2000 ISSUES
- ----------------
In  1997,  Commercial  National Financial  Corporation  began  an
assessment of analyzing any Year 2000 issues that may affect  the
day  to  day business operations of the corporation or the  bank.
The  Year  2000  issue is the result of computer  programs  being
written using two digits rather than four to define the
applicable year.

The  corporation  has  completed  the  assessment  phase  and  is
currently  testing  third  party  software   regarding  the  Year
2000 issue.  The   corporation  uses   systems  that  have   been 
developed by  third  parties  and, therefore,  is  dependent upon
vendor compliance. Alternative plans  are  in place in the  event
vendors are not  compliant  in  a timely  manner.  Based  on  our
assessment of the vendors and testing currently  being  done, the
corporation  estimates  the  costs  associated  with   addressing 
the issue will be  around $500,000 with items  being  expensed as
incurred or capitalized, whenever appropriate. These costs or any 
additional costs  associated  with  the  Year 2000  issue are not 
expected  to  materially   impact  the   corporation's  financial
position.  The  corporation  has and  will continue to devote the
necessary time and resources to  resolve the Year 2000 issue in a 
timely manner.

Also,  the corporation is in the process of evaluating the effect
of  the  Year 2000 issues on the corporation's customers. Failure
of a commercial customer to prepare for Year 2000 could adversely
affect  the  customer's  operations  and,  in  turn,  affect  the
corporation's  ability  to collect and service  outstanding  loan
balances.  Currently,  the corporation  has  received over eighty 
percent of the Year 2000 questionnaires  that  were mailed to our
commercial customers regarding  the potential effect of Year 2000
on their businesses.  Those  customers  that  are  deemed mission 
critical by senior management will be placed on a Year 2000 watch
list  and  will  be  contacted  on  an  ongoing  basis  regarding 
their Year 2000 readiness. 


<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: November 9, 1998         /s/ Louis T. Steiner
                                Louis T. Steiner
                                President and Chief Executive Officer




Dated: November 9, 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) 836-7600
   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>              6-MOS
<FISCAL-YEAR-END>                  DEC-31-1998
<PERIOD-START>                     JAN-01-1998
<PERIOD-END>                       SEP-30-1998
<CASH>                               8,399,973
<INT-BEARING-DEPOSITS>                 165,915
<FED-FUNDS-SOLD>                             0
<TRADING-ASSETS>                             0
<INVESTMENTS-HELD-FOR-SALE>        123,686,257
<INVESTMENTS-CARRYING>                       0
<INVESTMENTS-MARKET>                         0
<LOANS>                            188,166,659
<ALLOWANCE>                          1,892,373
<TOTAL-ASSETS>                     328,133,103
<DEPOSITS>                         257,757,492
<SHORT-TERM>                        20,450,000
<LIABILITIES-OTHER>                  2,505,000
<LONG-TERM>                          5,000,000
                        0
                                  0
<COMMON>                             3,600,000
<OTHER-SE>                          38,820,351
<TOTAL-LIABILITIES-AND-EQUITY>     328,133,103
<INTEREST-LOAN>                     12,556,149
<INTEREST-INVEST>                    5,097,028
<INTEREST-OTHER>                         5,504
<INTEREST-TOTAL>                    17,658,681
<INTEREST-DEPOSIT>                   7,121,176
<INTEREST-EXPENSE>                   7,759,125
<INTEREST-INCOME-NET>                9,899,556
<LOAN-LOSSES>                          315,000
<SECURITIES-GAINS>                      10,113
<EXPENSE-OTHER>                      6,386,353 
<INCOME-PRETAX>                      4,497,943
<INCOME-PRE-EXTRAORDINARY>           3,424,943
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                         3,424,943
<EPS-PRIMARY>                             1.90
<EPS-DILUTED>                             1.90
<YIELD-ACTUAL>                            7.87
<LOANS-NON>                             83,527
<LOANS-PAST>                           144,880
<LOANS-TROUBLED>                       893,024
<LOANS-PROBLEM>                              0
<ALLOWANCE-OPEN>                     1,882,251
<CHARGE-OFFS>                          311,492
<RECOVERIES>                             6,614
<ALLOWANCE-CLOSE>                    1,892,373
<ALLOWANCE-DOMESTIC>                 1,892,373
<ALLOWANCE-FOREIGN>                          0
<ALLOWANCE-UNALLOCATED>                      0
        

</TABLE>


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