COMMERCIAL NATIONAL FINANCIAL CORP /PA
10-Q, 1999-11-12
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 SEPTEMBER 30, 1999

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, 1999


Common Stock, $2 Par Value              3,567,933 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
                                                     1999               1998
<S>                                           <C>                <C>
ASSETS
Cash and due from banks                       $  12,588,890      $  7,655,963
Interest bearing deposits with
  other banks                                       119,981            67,935
                                               -------------------------------
     Total cash and due from banks               12,708,871         7,723,898

Federal funds sold                                     -                 -
Investment securities available for sale        124,925,041       119,103,480


Loans (all domestic)                            198,406,483       192,239,249
  Less unearned income                             ( 89,627)         (124,089)
  Less allowance for loan losses                 (1,942,588)       (1,914,174)
                                               -------------------------------
     Net loans                                  196,374,268       190,200,986

  Premises and equipment                          6,475,384         6,027,496
  Other assets                                    4,807,270         3,323,493

     Total Assets                              $345,290,834      $326,379,353
                                                ==============================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits (all domestic):

  Non-interest bearing                         $ 45,697,887      $ 44,518,765
  Interest bearing                              233,686,224       221,941,756
                                                ------------------------------
     Total deposits                             279,384,111       266,460,521

Short-term borrowings                             6,975,000         3,775,000
Other liabilities                                15,000,000         2,982,183
Long-term borrowings                              2,060,788        10,000,000
                                                ------------------------------
     Total Liabilities                          303,419,899       283,217,704
                                                ------------------------------
Shareholders' Equity:
  Common stock, par value $2; 10,000,000
  Shares authorized; 3,600,000 issued and
  3,571,783 outstanding in 1999; 3,600,000
  issued and outstanding in 1998                  7,200,000         7,200,000

  Retained earnings                              36,401,342        34,133,006
  Accumulated other comprehensive income
     net of deferred taxes of $(609,687)
     in September 1999 and $942,028 in
     December 1998                               (1,183,511)        1,828,643
                                                ------------------------------
                                                 42,417,831        43,161,649
  Treasury stock, 28,217 shares at cost            (546,896)             -
                                                ------------------------------
     Total Shareholders' Equity                  41,870,935        43,161,649
                                                ------------------------------
     Total Liabilities and
     Shareholders' Equity                      $345,290,834      $326,379,353
                                                ==============================

</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
                                            1999         1998              1999          1998
<S>                                     <C>           <C>             <C>            <C>
INTEREST INCOME:
 Interest and fees on loans             $4,187,617    $4,140,119      $12,451,036    $12,556,149
 Interest and dividends on investments:
    Taxable interest                      1,439,433    1,185,543        4,000,611     3,633,642
    Interest exempt from federal
     income tax                             459,135      475,088        1,481,543     1,424,247
    Interest on federal funds sold           35,333       28,266          117,095        39,139
    Interest on bank deposits                 2,449        2,098            5,373         5,504
                                         -------------------------------------------------------
     Total interest income                6,123,967    5,831,114       18,055,658    17,658,681

INTEREST EXPENSE
 Interest on deposits                     2,210,105    2,390,395        6,482,050     7,121,176
 Interest on short-term borrowings           83,287       89,625          277,029       447,428
 Interest on long-term borrowings           203,958       71,836          559,990       190,521
                                         -------------------------------------------------------
     Total interest expense               2,497,350    2,551,856        7,319,069     7,759,125

NET INTEREST INCOME                       3,626,617    3,279,258       10,736,589     9,899,556
PROVISION FOR LOAN LOSSES                   165,000      120,000          405,000       315,000
                                         -------------------------------------------------------
NET INTEREST INCOME AFTER
 PROVISION FOR LOAN LOSSES                3,461,617    3,159,258       10,331,589     9,584,556

OTHER INCOME
 Asset management and trust income           88,598       55,265          227,999       188,012
 Service charges on deposit accounts        180,292      151,677          513,981       433,187
 Other service charges and fees             143,926      126,693          470,920       403,337
 Securities gains/(losses)                     -          (1,158)          49,067        10,113
 Other income                               115,927      100,641          297,287       265,091
                                         -------------------------------------------------------
     Total other income                     528,743      433,118        1,559,254     1,299,740

OTHER EXPENSES
 Salaries and employee benefits           1,269,607    1,198,630        3,817,106     3,622,263
 Net occupancy expense                      141,186      152,691          443,038       461,379
 Furniture and equipment expense            192,830      157,713          499,507       462,446
 Pennsylvania shares tax                     87,715       77,929          256,619       228,673
 Other expense                              615,359      572,977        1,831,112     1,611,592
                                         -------------------------------------------------------
     Total other expenses                 2,306,697    2,159,940        6,847,382     6,386,353

INCOME BEFORE INCOME TAXES                1,683,663    1,432,436        5,043,461     4,497,943
 Income tax expense                         420,500      336,000        1,234,400     1,073,000
                                         -------------------------------------------------------
NET INCOME                               $1,263,163   $1,096,436       $3,809,061    $3,424,943
                                         =======================================================
Average Shares Outstanding                3,573,879    3,600,000        3,585,389     3,600,000
                                         =======================================================
EARNINGS PER SHARE                       $      .35   $      .31       $     1.06    $      .95
                                         =======================================================
CASH DIVIDENDS DECLARED PER SHARE        $      .15   $      .11       $      .43    $      .31
                                         =======================================================

</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>
                                                                                   Accumulated
                                                                                      Other            Total
                                              Common       Retained     Treasury  Comprehensive     Shareholders'
                                              Stock        Earnings      Stock        Income           Equity
<S>                                        <C>           <C>           <C>         <C>            <C>
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
  Other comprehensive income, net of tax:
    Unrealized gains on securities
    of $1,673,072, net of reclassification
    adjustment for gains included in net
    income of $(6,675)                           -              -          -        1,666,397       1,666,397
Total Comprehensive Income                                                                          5,091,341

Cash dividends declared
$.31 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
                                           ===================================================================

Balance at December 31, 1998               $7,200,000    $34,133,006       -       $1,828,643     $43,161,649

Comprehensive Income
  Net income                                     -         3,809,061       -             -          3,809,061
  Other comprehensive income, net of tax:
    Unrealized loss on securities
    of $(2,979,770), net of reclassification
    adjustment for gains included in net
    income of $(32,384)                          -              -          -       (3,012,154)     (3,012,154)
Total Comprehensive Income                                                                            796,907

Cash dividends declared
$.43 per share                                   -        (1,540,725)      -             -         (1,540,725)
Purchase of treasury stock                       -              -      (546,896)         -           (546,896)
                                           -------------------------------------------------------------------
Balance at September 30, 1999              $7,200,000    $36,401,342  $(546,896) $ (1,183,511)    $41,870,935
                                           ===================================================================

</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 Nine Months
                                                           Ended  September 30
                                                         1999               1998
<S>                                                  <C>            <C>
OPERATING ACTIVITIES
  Net income                                         $3,809,061     $3,424,943
  Adjustments to reconcile net income to net
   cash from operating activities:
  Depreciation and amortization                         499,172        454,329
  Provision for loan losses                             405,000        315,000
  Net amortization of securities
  and loan fees                                          60,493         64,309
  (Increase) decrease in interest receivable            (54,057)        67,732
  Decrease in interest payable                         (255,531)      (156,765)
  Increase (decrease) in taxes payable                    8,785        (67,329)
  Decrease in other liabilities                        (395,026)      (394,530)
  Increase in other assets                             (129,554)       (87,401)
  Net securities gains                                  (49,067)       (10,113
                                                     --------------------------
     Net cash provided by operating activities        3,899,276      3,610,175
                                                     --------------------------
INVESTING ACTIVITIES
  Net increase in deposits
   with other banks                                     (52,046)       (34,978)
  Net decrease in fed funds sold                           -              -
  Purchase of securities AFS                        (55,104,952)   (24,990,039)
  Purchase of securities HTM                               -        (1,966,778)
  Maturities and calls of securities AFS             22,385,108      2,904,504
  Maturities and calls of securities HTM                   -        12,175,000
  Sale of securities AFS                             22,284,141      8,996,484
  Net increase in loans                              (6,567,509)    (4,943,072)
  Purchase of premises and equipment                   (947,060)      (614,084)
                                                    ---------------------------
     Net cash used in investing activities          (18,002,318)    (8,472,963)
                                                    ---------------------------
FINANCING ACTIVITIES
  Net increase (decrease) in deposits                12,923,590     (2,932,265)
  Net increase in short-term borrowings               3,200,000      2,600,000
  Net increase in long-term borrowings                5,000,000      5,000,000
  Dividends paid                                     (1,540,725)    (1,116,000)
  Purchase of treasury stock                           (546,896)          -
                                                    ---------------------------
     Net cash provided by financing activities       19,035,969      3,551,735
                                                    ---------------------------
                                                      4,932,927     (1,311,053)
                                                    ---------------------------
Cash and cash equivalents at beginning of year        7,655,963      9,711,026

Cash and cash equivalents at end of quarter         $12,588,890    $ 8,399,973
                                                    ===========================
Supplemental disclosures of cash flow information:

Cash paid during the year for:
  Interest                                          $ 7,574,600    $ 7,915,890
                                                    ===========================
  Income taxes                                      $ 1,138,000    $ 1,062,000
                                                    ===========================
</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, 1999

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, 1998, 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 September
        30,  1999  and the results of operations for the three  and
        nine  month periods ended September 30, 1999 and 1998,  and
        the  statements of cash flows and changes in  shareholders'
        equity for the nine month periods ended September 30,  1999
        and  1998.   The results of the nine months ended September
        30,  1999 are not necessarily indicative of the results  to
        be expected for the entire year.

Note 2  Allowance for Loan Losses

      Description of changes:
                                                         1999          1998

      Allowance balance January 1                 $ 1,914,174   $ 1,882,251

      Additions:
       Provision charged to operating expenses        405,000       315,000
       Recoveries on previously charged off
       loans                                           20,452         6,614

      Deductions:
      Loans charged off                              (397,038)     (311,492)
                                                 ---------------------------
      Allowance balance September 30              $ 1,942,588   $ 1,892,373
                                                 ===========================

<PAGE>

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

RESULTS OF OPERATIONS
- --------------------
First Nine Months of 1999 as compared to the First Nine Months of 1998
- ----------------------------------------------------------------------
Pre-tax  net income for the first nine months of 1999 was $5,043,461
compared  to $4,497,943 during the same period of 1998, representing
a 12.13% increase.

Interest  income  was $18,055,658, an increase of  2.25%.  The  loan
return  rate  decreased thirty-nine basis points to  8.64%  and  the
securities return rate increased five (5) basis points to 6.03%.  As
a  result, the return rate on total average earning assets decreased
twenty-five (25) basis points to 7.62%. Average earning asset volume
rose $16,897,426, representing a 5.65% increase.

Interest expense was $7,319,069, a decrease of 5.67%. The cost  rate
on  average  interest bearing liabilities was 3.96%,  a  forty-three
(43)  basis point decrease from a year ago. Average interest bearing
liability volume rose $10,559,119, an increase of 4.48%.

Net  interest income increased 8.46% to $10,736,589, and represented
4.30%  of  average total assets compared to 4.19% during  the  first
nine months of 1998.

The average allowance for loan losses increased 2.59% to $1,915,873.
By  comparison,  total  average loans grew  3.61%  during  the  same
period.  The  1999 first nine months provision for loan  losses  was
$405,000,  compared to $315,000 for the first nine months  of  1998,
representing a 28.57% increase.

Net  interest income after the application of the provision for loan
losses  grew  7.79% to $10,331,589 representing a  4.14%  return  on
total average assets compared to 4.06% for the first nine months  of
1998.

Non-interest income increased 19.97% to $1,559,254. Service  charges
on  deposit accounts grew 18.65% to $513,981. Other service  charges
and  fees  rose  16.76%, reaching $470,920. Other  income  increased
12.15%   to  $297,287.  Asset  management  and  trust  fees  totaled
$227,999, an increase of 21.27%. Gains on securities called and sold
amounted to $49,067.

Non-interest  expense  was  $6,847,382, an  increase  of  7.22%,  or
$461,029,  while  total average assets grew 5.76%.  Personnel  costs
rose  5.38%,  a  $194,843 increase. Net occupancy  expense  declined
3.98%,  or  $18,341. Furniture and equipment expense rose by  8.01%,
representing  a  cost increase of $37,061. Pennsylvania  shares  tax
expense  was  $256,619, an increase of 12.22%.  Other  expense  rose
13.62%, an increase of $219,520.

Federal  income  tax  on  total  first  nine  months  earnings   was
$1,234,400 compared to $1,073,000 a year ago. Net income after taxes
rose  11.22% to $3,809,061, an increase of $384,118. The  annualized
return on average assets was 1.53% for the first nine months of 1999
compared to 1.45% for the nine months ended September 30, 1998.  The
annualized return on average equity through September 30,  1999  was
11.82%  and had been 11.51% through the first nine months  of  1998.


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

RESULTS OF OPERATIONS (continued)
- ---------------------------------
Three Months Ended Sep 30, 1999 as compared to the Three Months Ended
Sep 1998
- ---------------------------------------------------------------------
Pre-tax  net  income  for the third quarter of 1999  was  $1,683,663
compared to $1,432,436 during the same period of 1998.

Interest  income  was $6,123,967, an increase  of  5.02%.  The  loan
return  rate decreased twenty-eight(28) basis points to  8.63%,  the
securities return rate increased six (6) basis points to  6.08%  and
the  return  rate  on total average earning assets decreased  twenty
(20)  basis points to 7.62%. Volume growth in total average  earning
assets was $23,278,966.

Interest  expense  was $2,497,350, a decrease of 2.14%.  The  volume
increase  on  average interest-bearing liabilities was  $17,577,205.
The  cost rate fell to 3.99%, a forty (40) basis point decrease from
a year ago.

The average allowance for loan losses increased 2.42% to $1,915,403,
while  total  average  loans  grew 4.45%.  The  1999  third  quarter
provision for loan losses was $165,000, compared to $120,000 for the
third quarter of 1998, representing a 37.50% increase.

Net  interest income after the application of the provision for loan
losses grew 9.57% to $3,461,617 representing a 4.11% return on total
average assets compared to 4.02% for the third quarter of 1998.

Non-interest  income  increased 22.08%,  or  $95,625,  to  $528,743.
Service  charges on deposit accounts increased 18.87%  to  $180,292.
Other  service charges and fees increased 13.60% to $143,926.  Other
income increased 15.19% to $115,927. Asset management and trust fees
totaled $88,598, representing a 60.31% increase.

Non-interest  expense grew 6.79%, a $146,757 increase,  compared  to
total  average asset growth of 7.29%. Personnel costs rose 5.92%,  a
$70,977  increase. Net occupancy expense declined 7.53%,  a  $11,505
decrease.  Furniture and equipment expense rose  22.27%,  a  $35,117
increase. Pennsylvania shares tax expense was 87,715, an increase of
12.56%. Other expense rose 7.40%, a $42,382 increase.

Federal  income  tax  on total third quarter earnings  was  $420,500
compared  to  $336,000  a  year ago.  Net  income  after  taxes  was
$1,263,163.  The annualized return on average assets was  1.50%  for
the  three  months ended September 1999 compared to  1.40%  for  the
third  quarter of 1998. The annualized return on average equity  for
the  third  quarter of 1999 was 12.02% compared to  10.84%  for  the
third quarter of 1998.

<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 $123,822,278 on September 30, 1999.

During  the  first  nine  months of 1999,  average  interest-bearing
liabilities  increased $10,559,119 over the  same  period  in  1998.
Investments maturing within one year were 4.01% of total  assets  on
September 30, 1999 and 6.21% on September 30, 1998.

Average   loans  grew  by  $6,703,376  and  the  average  securities
portfolio, including federal funds sold, increased $10,194,050.


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, 1999 and
December 31, 1998:

<TABLE>

<CAPTION>
                                               September 30, 1999
                     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               $ 45,128   $  6,509    $   8,628    $  19,162    $ 127,139    $115,454
Interest sensitive
 liabilities          $ 21,568   $ 26,599    $  43,002    $  31,858    $  79,984    $ 53,259
Interest sensitivity  -----------------------------------------------------------------------
 gap                  $ 23,560   $(20,090)   $ (34,374)   $ (12,696)   $  47,155    $ 62,195
                      =======================================================================
Cumulative gap                   $  3,470    $ (30,904)   $ (43,600)   $   3,555    $ 65,750
Ratio of cumulative gap          ============================================================
 to earning assets                  1.07%       (9.56%)     (13.49%)       1.10%      20.35%
                                 ============================================================
</TABLE>

<TABLE>

<CAPTION>

                                                December 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               $ 45,494    $  6,527    $  13,272    $  22,556    $ 109,898    $108,364
Interest sensitive
 liabilities          $  11,186   $ 34,038    $  25,084    $  38,757    $ 109,293    $ 17,359
Interest sensitivity  ------------------------------------------------------------------------
 gap                  $  34,308   $(27,511)   $ (11,812)   $ (16,201)   $     605    $ 91,005
                      ========================================================================
Cumulative gap                    $  6,797    $  (5,015)   $ (21,216)   $ (20,611)   $ 70,394
Ratio of cumulative gap           ============================================================
 to earning assets                   2.18%       (1.61%)      (6.82%)      (6.62%)     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,  1999 with that of September 30,  1998.   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, 1999 the corporation had $28,074  in  other  real
estate  owned  and no in substance foreclosures. Other  real  estate
owned expense was $1,500.

                                                       At Sept 30,
                                                  1999            1998
Non-performing Loans:
 Loans on non-accrual basis               $     290,731   $      83,527
 Past due loans                                 458,350         144,880
 Renegotiated loans                             513,203         893,024
                                          ------------------------------
   Total non-performing loans             $   1,262,284   $   1,121,431
 Other real estate owned                  $      28,074   $        -
                                          ------------------------------
   Total non-performing assets            $   1,290,358   $   1,121,431
                                          ==============================
Loans outstanding at end of period        $ 198,316,856   $ 188,166,659
Average loans outstanding (year-to-date)  $ 192,177,222   $ 185,473,846
Non-performing loans as percent of total
 loans                                             .65%            .60%
Provision for loan losses                 $     405,000   $     315,000
Net charge-offs                           $     376,586   $     304,878
Net charge-offs as percent of average
 loans                                             .20%            .16%
Provision for loan losses as
 percent of net charge-offs                     107.55%         103.32%
Allowance for loan losses as
 percent of average loans outstanding             1.08%           1.02%

CAPITAL RESOURCES
- -----------------
Shareholders'  equity  for the first nine months  of  1999  averaged
$42,963,795  which  represented an increase of $3,292,858  over  the
average capital of $39,670,937 recorded in the same period of  1998.
These  capital levels represented a capital ratio of 12.90% in  1999
and  12.60%  in 1998. When the loan loss allowance is included,  the
1999 capital ratio becomes 13.48%.

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, 1999, the corporation, under these guidelines,  had  a
Tier  I  and total equity capital to risk adjusted assets  ratio  of
21.89%  and  22.88%  respectively. The leverage  ratio  was  12.75%.

<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, 1999 (Dollar amounts in thousands)


                                                        Percent
                                                      of Adjusted
                                           Amount        Assets
                                        ----------------------------
Tier I Capital                          $ 43,054          21.89
Risk-Based Requirement                     7,867           4.00

Total Equity Capital                    $ 44,997          22.88
Risk-Based Requirement                    15,734           8.00


Leverage Capital                        $ 43,054          12.75
Minimum Leverage Requirement              13,508           4.00

<PAGE>

Year 2000

In  1997,  the corporation's year 2000 committee was  formed  and
began an analysis of year 2000 issues that may affect the day  to
day  operations of the corporation and the bank.  The  year  2000
issue  is  a result of computer programs being written using  two
digits  rather  than  four  to define the  applicable  year.  Any
systems  that have time sensitive software may recognize  a  date
using  "00" as the year 1900 rather than 2000 and, in  turn,  may
result in miscalculations and/or system failures.

The corporation has completed the assessment phase and testing of
all  software regarding the year 2000 issue confirmed that we are
well  prepared for the century date rollover. The corporation  is
primarily  dependent  upon systems that have  been  developed  by
third   parties   and,  therefore,  is  dependent   upon   vendor
compliance.

The  corporation has developed contingency plans for all  mission
critical systems. These plans involve automated as well as manual
actions and may require additional staffing requirements and will
detail  procedures to be followed in the unlikely  event  of  any
disruptions.

Based  on  our  assessment of the vendors and  testing  that  was
completed,  the  corporation estimates the costs associated  with
addressing  the issue will be approximately $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  have  a  material  impact  on  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.

The corporation continues to evaluate the effect of the year 2000
issue  on  its  commercial  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 outstanding loans and retain deposit balances.
The corporation mailed questionnaires to its commercial customers
regarding the potential effect that the year 2000 could  have  on
their  businesses.  Those customers 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  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 10, 1999          /s/ Louis T. Steiner
                                  --------------------------------
                                  Louis T. Steiner
                                  President and Chief Executive Officer




Dated: November 10, 1999          /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
Office Locations
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

In addition  to  full-service  MAC  machines  located  at   all
Commercial  National  offices listed below  (except  Latrobe  and
Courthouse Square) additional 24-hour ATMs are available for your
convenience.

  Greensburg Kirk Nevin Arena           Latrobe  Area  Hospital
  New Alexandria Qwik Mart              Norvelt Open Pantry
  Saint Vincent College                 Westmoreland County Airport


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

INSURANCE
Commercial National Insurance Services     Commercial National Insurance
232 North Market Street                    Services is a partnership of
Ligonier, PA 15658                         Gooder & Mary, Inc., and
(724) 238-4617                             Commercial National Investment
(877) 205-4617 (toll free)                 Corporation, a wholly owned
(724) 238-0160 (fax)                       subsidiary of Commercial National
[email protected]                       Financial Corporation.


<TABLE> <S> <C>

<ARTICLE> 9

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                      12,588,890
<INT-BEARING-DEPOSITS>                         119,981
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                124,925,041
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                    198,316,856
<ALLOWANCE>                                (1,942,588)
<TOTAL-ASSETS>                             345,290,834
<DEPOSITS>                                 279,384,111
<SHORT-TERM>                                 6,975,000
<LIABILITIES-OTHER>                          2,060,788
<LONG-TERM>                                 15,000,000
                                0
                                          0
<COMMON>                                     7,200,000
<OTHER-SE>                                  34,670,935
<TOTAL-LIABILITIES-AND-EQUITY>             345,290,834
<INTEREST-LOAN>                             12,451,036
<INTEREST-INVEST>                            5,599,249
<INTEREST-OTHER>                                 5,373
<INTEREST-TOTAL>                            18,055,658
<INTEREST-DEPOSIT>                           6,482,050
<INTEREST-EXPENSE>                           7,319,069
<INTEREST-INCOME-NET>                       10,736,589
<LOAN-LOSSES>                                  405,000
<SECURITIES-GAINS>                              49,067
<EXPENSE-OTHER>                              6,847,382
<INCOME-PRETAX>                              5,043,461
<INCOME-PRE-EXTRAORDINARY>                   5,043,461
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,043,461
<EPS-BASIC>                                       1.06
<EPS-DILUTED>                                     1.06
<YIELD-ACTUAL>                                    7.62
<LOANS-NON>                                    290,731
<LOANS-PAST>                                   458,350
<LOANS-TROUBLED>                               513,203
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             1,914,174
<CHARGE-OFFS>                                  397,038
<RECOVERIES>                                    20,452
<ALLOWANCE-CLOSE>                            1,942,588
<ALLOWANCE-DOMESTIC>                         1,942,588
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0


</TABLE>


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