COMMERCIAL NATIONAL FINANCIAL CORP /PA
10-Q, 2000-11-13
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, 2000


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, 2000

Common Stock, $2 Par Value              3,492,585 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
                                                 2000             1999
<S>                                         <C>             <C>
ASSETS
Cash and due from banks                     $  9,715,498    $  8,654,617
Interest bearing deposits with
  other banks                                    276,222         558,781
                                            -----------------------------
     Total cash and due from banks             9,991,720       9,213,398

Federal funds sold                                  -          5,750,000
Investment securities available for sale     118,935,475     124,743,186


Loans (all domestic)                         213,045,058     204,959,798
  Less unearned income                          ( 62,578)       (120,463)
  Less allowance for loan losses              (2,735,993)     (1,919,453)
                                            -----------------------------
     Net loans                               210,246,487     202,919,882

  Premises and equipment                       6,198,417       6,304,454
  Other assets                                 4,900,722       6,367,070
                                            -----------------------------
     Total Assets                           $350,272,821    $355,297,990
                                            =============================

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits (all domestic):

  Non-interest bearing                      $ 48,691,791    $ 41,534,998
  Interest bearing                           227,305,962     231,412,405
                                            -----------------------------
     Total deposits                          275,997,753     272,947,403

Short-term borrowings                          5,575,000      15,000,000
Other liabilities                              2,019,152       2,946,694
Long-term borrowings                          25,000,000      25,000,000
                                            -----------------------------
     Total Liabilities                       308,591,905     315,894,097
                                            -----------------------------
Shareholders' Equity:
  Common stock, par value $2; 10,000,000
  shares authorized; 3,600,000 issued,
  3,493,985 and 3,571,783 shares outstanding
  in 2000 and 1999                             7,200,000      7,200,000

  Retained earnings                           36,663,482     35,190,986
  Accumulated other comprehensive income
     net of deferred taxes of $(118,134)
     in September 2000 and $(931,219) in
     December 1999                              (229,319)    (1,807,660)
  Treasury stock, 45,658 and 60,357 shares
      at cost in 2000 and 1999                (1,953,247)    (1,179,433)
                                            ----------------------------
     Total Shareholders' Equity               41,680,916     39,403,893
                                            ----------------------------
     Total Liabilities and
     Shareholders' Equity                   $350,272,821   $355,297,990
                                            ============================
</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
                                           2000       1999            2000          1999
<S>                                     <C>         <C>            <C>          <C>
INTEREST INCOME:
 Interest and fees on loans             $4,502,444  $4,187,617     $13,083,759  $12,451,036
 Interest and dividends on investments:
    Taxable interest                     1,946,902   1,439,433       5,152,344    4,000,611
    Interest exempt from federal
     income tax                            301,730     459,135       1,272,855    1,481,543
    Interest on federal funds sold             972      35,333          95,112      117,095
    Interest on bank deposits                4,101       2,449          14,179        5,373
                                        ----------------------------------------------------
     Total interest income               6,756,149   6,123,967      19,618,249   18,055,658

INTEREST EXPENSE
 Interest on deposits                    2,374,478   2,210,105       6,961,962    6,482,050
 Interest on short-term borrowings         309,488      83,287         709,230      277,029
 Interest on long-term borrowings          397,410     203,958       1,054,157      559,990
                                        ----------------------------------------------------
     Total interest expense              3,081,376   2,497,350       8,725,349    7,319,069

NET INTEREST INCOME                      3,674,773   3,626,617      10,892,900   10,736,589
PROVISION FOR LOAN LOSSES                  510,000     165,000       1,140,000      405,000
                                        ----------------------------------------------------
NET INTEREST INCOME AFTER
 PROVISION FOR LOAN LOSSES               3,164,773   3,461,617       9,752,900   10,331,589

OTHER INCOME
 Asset management and trust income         106,697      88,598         347,659      227,999
 Service charges on deposit accounts       179,435     180,292         527,757      513,981
 Other service charges and fees            166,993     143,926         518,086      470,920
 Securities gains/(losses)                 (49,638)       -           (912,482)      49,067
 Other income                              174,274     115,927       1,129,809      297,287
                                        ----------------------------------------------------
     Total other income                    577,761     528,743       1,610,829    1,559,254

OTHER EXPENSES
 Salaries and employee benefits          1,226,069   1,269,607       3,882,794    3,817,106
 Net occupancy expense                     148,432     141,186         437,892      443,038
 Furniture and equipment expense           236,371     192,830         649,336      499,507
 Pennsylvania shares tax                    97,006      87,715         284,823      256,619
 Other expense                             679,508     615,359       1,881,680    1,831,112
                                        ----------------------------------------------------
     Total other expenses                2,387,386   2,306,697       7,136,525    6,847,382

INCOME BEFORE INCOME TAXES               1,355,148   1,683,663       4,227,204    5,043,461
 Income tax expense                        345,900     420,500         959,100    1,234,400
                                        ----------------------------------------------------
NET INCOME                              $1,009,248  $1,263,163      $3,268,104   $3,809,061
                                        ====================================================
Average Shares Outstanding               3,522,741   3,573,879       3,522,741    3,585,389
                                        ====================================================
EARNINGS PER SHARE                      $      .29  $      .35      $      .93   $     1.06
                                        ====================================================
CASH DIVIDENDS DECLARED PER SHARE       $      .17  $      .15      $      .51   $      .43
                                        ====================================================
</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, 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 gains 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
                                 =====================================================================

Balance at December 31, 1999     $7,200,000   $35,190,986   $(1,179,433)   $(1,807,660)   $39,403,893

Comprehensive Income
  Net income                           -        3,268,104          -              -         3,268,104
  Other comprehensive income, net of tax:
    Unrealized loss on securities
    of $(2,979,770), net of reclassification
    adjustment for losses included in net
    income of $(602,238)               -             -             -         1,578,341      1,578,341
Total Comprehensive Income                                                                  4,846,445

Cash dividends declared
$.51 per share                         -       (1,795,608)          -             -        (1,795,608)
Purchase of treasury stock             -             -          (773,814)         -          (773,814)
                                 ----------------------------------------------------------------------
Balance at September 30, 2000    $7,200,000   $36,663,482    $(1,953,247)   $ (229,319)    $41,680,916
                                 ======================================================================
</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
                                                    2000            1999
<S>                                              <C>             <C>
OPERATING ACTIVITIES
  Net income                                     $3,268,104      $3,809,061
  Adjustments to reconcile net income to net
   cash from operating activities:
  Depreciation and amortization                     593,352         499,172
  Provision for loan losses                       1,140,000         405,000
  Net (accretion) amortization of securities
  and loan fees                                    (227,168)         60,493
  Increase in interest receivable                   (35,448)        (54,057)
  Decrease in interest payable                     (353,265)       (255,531)
  Increase (decrease) in taxes payable              763,704           8,785
  Decrease in other liabilities                    (574,277)       (395,026)
  Increase in other assets                          (74,992)       (129,554)
  Net securities (gains) losses                     912,482         (49,067)
                                                 ---------------------------
     Net cash provided by operating activities    5,412,492       3,899,276
                                                 ---------------------------
INVESTING ACTIVITIES
  Net (increase) decrease in deposits
   with other banks                                 282,559         (52,046)
  Net decrease in fed funds sold                  5,750,000            -
  Purchase of securities AFS                    (58,056,193)    (55,104,952)
  Maturities and calls of securities AFS         13,554,753      22,385,108
  Sale of securities AFS                         51,954,886      22,284,141
  Net increase in loans                          (8,406,229)     (6,567,509)
  Purchase of premises and equipment               (487,315)       (947,060)
                                                 ---------------------------
     Net cash used in investing activities        4,592,461     (18,002,318)
                                                 ---------------------------
FINANCING ACTIVITIES
  Net increase in deposits                        3,050,350      12,923,590
  Net (decrease) increase in short-term debt     (9,425,000)      3,200,000
  Net increase in long-term borrowings                 -          5,000,000
  Dividends paid                                 (1,795,608)     (1,540,725)
  Purchase of treasury stock                       (773,814)       (546,896)
                                                 ---------------------------
     Net cash provided by financing activities   (8,944,072)     19,035,969
                                                 ---------------------------
                                                  1,060,881       4,932,927

Cash and cash equivalents at beginning of year    8,654,617       7,655,963
                                                 ---------------------------
Cash and cash equivalents at end of quarter     $ 9,715,498     $12,588,890
                                                 ===========================
Supplemental disclosures of cash flow information:

Cash paid during the year for:
  Interest                                      $ 9,078,614     $ 7,574,600
                                                 ===========================
  Income taxes                                  $   910,000     $ 1,138,000
                                                 ===========================
</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, 2000

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, 1999, 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,  2000  and the results of operations for the three  and
       nine  month periods ended September 30, 2000 and 1999,  and
       the  statements of cash flows and changes in  shareholders'
       equity for the nine month periods ended September 30,  2000
       and  1999.   The results of the nine months ended September
       30,  2000 are not necessarily indicative of the results  to
       be expected for the entire year.

Note 2 Allowance for Loan Losses

<TABLE>
<CAPTION>
       Description of changes:
                                                        2000           1999
      <S>                                           <C>            <C>
      Allowance balance January 1                   $ 1,919,453    $ 1,914,174

      Additions:
       Provision charged to operating expenses        1,140,000        405,000
       Recoveries on previously charged off
       loans                                             30,519         20,452

      Deductions:
      Loans charged off                                (353,979)      (397,038)
                                                    ---------------------------
      Allowance balance September 30                $ 2,735,993    $ 1,942,588
                                                    ===========================
</TABLE>

<PAGE>

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

RESULTS OF OPERATIONS
---------------------
First Nine Months of 2000 as compared to the First Nine Months of 1999
----------------------------------------------------------------------
Pre-tax  net income for the first nine months of 2000 was $4,227,204
compared  to $5,043,461 during the same period of 1999, representing
a  16.18%  decrease.  This  decrease is  attributable  to  an  extra
$735,000  that  was added to the corporation's loan loss  provision.
After  continuing the evaluation of the loan portfolio  through  the
third quarter, management decided to reserve additional money to the
loan  loss provision in an effort to keep the pace with loan growth,
maintain our credit-quality standards and bring the reserve  in-line
with our peers.

Interest  income  was $19,618,249, an increase of  8.65%.  The  loan
return  rate decreased nineteen (19) basis points to 8.45%  and  the
securities  return rate increased forty-nine (49)  basis  points  to
6.52%.  As a result, the return rate on total average earning assets
increased  seven  (7) basis points to 7.61%. Average  earning  asset
volume rose $24,041,617, representing a 7.61% increase.

Interest  expense  was  $8,725,349,  an  increase  of  19.21%.  This
increase  was  due  to  the higher cost of  retaining  deposits  and
funding asset growth through external funding sources. The cost rate
on  average  interest bearing liabilities was 4.36%,  a  forty  (40)
basis  point  increase  from a year ago.  Average  interest  bearing
liability volume rose $24,041,617, an increase of 8.47%.

Net  interest income increased 1.46% to $10,892,900, and represented
4.11%  of  average total assets compared to 4.30% during  the  first
nine months of 1999.

The   average  allowance  for  loan  losses  increased   11.18%   to
$2,130,015. By comparison, total average loans grew 7.48% during the
same  period. The 2000 first nine months provision for  loan  losses
was  $1,140,000, compared to $405,000 for the first nine  months  of
1999, representing a 181.48% increase.

Net  interest income after the application of the provision for loan
losses fell 5.60% to $9,752,900 representing a 3.68% return on total
average assets compared to 4.14% for the first nine months of 1999.

Non-interest  income increased 3.31% to $1,610,829. Service  charges
on  deposit  accounts grew 2.68% to $527,757. Other service  charges
and  fees  rose  10.02%, reaching $518,086. Other  income  increased
280.04%  to  $1,129,809. This increase reflects an $822,875  premium
that  the bank received in selling its' credit card portfolio. Asset
management  and trust fees totaled $347,659, an increase of  52.48%.
Losses on securities called and sold amounted to $912,482. The  bank
repositioned  the investment portfolio to take advantage  of  higher
yields that were available in the bond market. Also contributing  to
this  loss  was  the selling of securities to paydown on  short-term
borrowings  that were costing the bank more than it was  earning  on
the investments.

Non-interest  expense  was  $7,136,525, an  increase  of  4.22%,  or
$289,143,  while  total average assets grew 6.22%.  Personnel  costs
rose  1.72%,  a  $65,688  increase. Net occupancy  expense  declined
1.16%,  or  $5,146. Furniture and equipment expense rose by  30.00%,
representing  a  cost increase of $149,829. This  cost  increase  is
mostly  associated with the upgrade of a computer  operating  system
that  was installed throughout the bank in 1999. Pennsylvania shares
tax  expense was $284,823, an increase of 10.99%. Other expense rose
2.76%, an increase of $50,568.

Federal  income tax on total first nine months earnings was $959,100
compared  to  $1,234,400  a year ago. Net income  after  taxes  fell
14.20% to $3,268,104, an decrease of $540,957. The annualized return
on  average  assets  was 1.23% for the first  nine  months  of  2000
compared to 1.53% for the nine months ended September 30, 1999.  The
annualized return on average equity through September 30,  2000  was
10.63%  and had been 11.82% through the first nine months  of  1999.

<PAGE>

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

RESULTS OF OPERATIONS (continued)
---------------------------------
Three  Months  Ended Sep 30, 2000 as compared to the Three Months
Ended Sep 1999
--------------------------------------------------------------------
Pre-tax  net  income  for the third quarter of 2000  was  $1,355,148
compared to $1,683,663 during the same period of 1999.

Interest  income  was $6,756,149, an increase of  10.32%.  The  loan
return  rate  decreased thirteen (13) basis  points  to  8.50%,  the
securities return rate increased seventy (70) basis points to  6.78%
and the return rate on total average earning assets increased twenty-
two  (22)  basis  points to 7.84%. Volume growth  in  total  average
earning assets was $23,365,655.

Interest  expense was $3,081,376, an increase of 23.39%. The  volume
increase  on  average interest-bearing liabilities was  $19,957,233.
The cost rate rose to 4.56%, a fifty-seven (57) basis point increase
from a year ago.

The   average  allowance  for  loan  losses  increased   29.34%   to
$2,477,337,  while total average loans grew 9.15%.  The  2000  third
quarter provision for loan losses was $510,000, compared to $165,000
for the third quarter of 1999, representing a 209.09% increase.

Net  interest income after the application of the provision for loan
losses fell 8.58% to $3,164,773 representing a 3.52% return on total
average assets compared to 4.11% for the third quarter of 1999.

Non-interest  income  increased  9.27%,  or  $49,018,  to  $577,761.
Service  charges  on deposit accounts decreased  .48%  to  $179,435.
Other  service charges and fees increased 16.03% to $166,993.  Other
income increased 50.33% to $174,274. Asset management and trust fees
totaled  $106,697, representing a 20.43% increase.  Securities  sold
during the third quarter resulted in a loss of $49,638.

Non-interest  expense grew 3.50%, an $80,689 increase,  compared  to
total average asset growth of 6.84%. Personnel costs declined 3.43%,
a  $43,538  decrease.  Net occupancy expense rose  5.13%,  a  $7,246
increase.  Furniture and equipment expense rose  22.58%,  a  $43,541
increase. Pennsylvania shares tax expense was 97,006, an increase of
10.59%. Other expense rose 10.42%, a $64,149 increase.

Federal  income  tax  on total third quarter earnings  was  $345,900
compared  to  $420,500  a  year ago.  Net  income  after  taxes  was
$1,009,248.  The annualized return on average assets was  1.12%  for
the  three  months ended September 2000 compared to  1.50%  for  the
third  quarter of 1999. The annualized return on average equity  for
the third quarter of 2000 was 9.70% compared to 12.02% for the third
quarter of 1999.

<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 $115,904,256 on September 30, 2000.

During  the  first  nine  months of 2000,  average  interest-bearing
liabilities  increased $20,851,209 over the  same  period  in  1999.
Investments  maturing within one year were .85% of total  assets  on
September 30, 2000 and 4.01% on September 30, 1999.

Average  loans  grew  by  $14,374,613  and  the  average  securities
portfolio, including federal funds sold, increased $9,667,004.


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
liabilities,  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.

INTEREST
SENSITIVITY (In thousands)
--------------------------
The following table presents this information as of September 30, 2000 and
December 31, 1999:


<TABLE>
<CAPTION>

                                                       September 30, 2000
                       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                 $ 36,133    $  4,476    $   7,971    $  19,256    $ 133,798    $127,108
Interest sensitive
 liabilities            $ 12,449    $ 25,777    $  34,649    $  36,360    $  92,568    $ 56,079
Interest sensitivity    ------------------------------------------------------------------------
 gap                    $ 23,684    $(21,301)   $ (26,678)   $ (17,104)   $  41,230    $ 71,029
                        ========================================================================
Cumulative gap                      $  2,383    $ (24,295)   $ (41,399)   $    (169)   $ 70,860
Ratio of cumulative gap             ============================================================
 to earning assets                      .72%       (7.32%)     (12.48%)       (.05%)     21.36%
                                    ============================================================
</TABLE>

<TABLE>
<CAPTION>
                                                       December 31, 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                $ 47,052     $  5,652    $  10,254    $  19,052    $ 134,734    $117,867
Interest sensitive
 liabilities           $ 32,528     $ 35,983    $  24,841    $  29,907    $  91,278    $ 56,875
Interest sensitivity   -------------------------------------------------------------------------
 gap                   $ 14,524     $(30,331)   $ (14,587)   $ (10,855)   $  43,456    $ 60,992
                       =========================================================================
Cumulative gap                      $(15,807)   $ (30,394)   $ (41,249)   $   2,207    $ 63,199
Ratio of cumulative gap             ============================================================
 to earning assets                    (4.68%)      (9.00%)     (12.20%)       0.65%      18.70%
                                    ============================================================
</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, 2000 with that of September 30, 1999.  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, 2000 the corporation had $98,154 in
other  real estate owned and no in substance foreclosures.  Other
real estate owned expense was $7,210.

                                                       At Sept 30,
                                                   2000           1999
Non-performing Loans:
 Loans on non-accrual basis                $     196,826   $     290,731
 Past due loans                            $     116,710   $     458,350
 Renegotiated loans                        $     427,272   $     513,203
                                                -------------------------
   Total non-performing loans              $     740,808   $   1,262,284
 Other real estate owned                   $      98,154   $      28,074
                                                -------------------------
   Total non-performing assets             $     838,962   $   1,290,358
                                                =========================
Loans outstanding at end of period         $ 212,982,479   $ 198,316,856
Average loans outstanding (year-to-date)   $ 206,551,835   $ 192,177,222
Non-performing loans as percent of total
 loans                                               .39%           .65%
Provision for loan losses                  $   1,140,000   $     405,000
Net charge-offs                            $     323,460   $     376,586
Net charge-offs as percent of average
 loans                                               .16%            .20%
Provision for loan losses as
 percent of net charge-offs                       352.44%         107.55%
Allowance for loan losses as
 percent of average loans outstanding               1.32%           1.08%

CAPITAL RESOURCES
-----------------
Shareholders'  equity for the first nine months of 2000  averaged
$40,992,924, which represented a decrease of $1,970,871 over  the
average  capital of $42,963,795 recorded in the  same  period  of
1999.  These capital levels represented a capital ratio of 11.59%
in  2000  and  12.90% in 1999. When the loan  loss  allowance  is
included, the 2000 capital ratio becomes 12.19%.

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,  2000,   the
corporation,  under  these guidelines, had a  Tier  I  and  total
equity capital to risk adjusted assets ratio of 20.38% and 21.71%
respectively.     The     leverage     ratio     was      11.61%.

<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, 2000 (Dollar amounts in thousands)
                                                        Percent
                                                      of Adjusted
                                          Amount         Assets

Tier I Capital                          $ 41,910          20.38
Risk-Based Requirement                     8,224           4.00

Total Equity Capital                    $ 44,646          21.71
Risk-Based Requirement                    16,448           8.00


Leverage Capital                        $ 41,910          11.61
Minimum Leverage Requirement              14,435           4.00



Year 2000
---------
During 1999 and years prior, the corporation completed  the
process  of  preparing for the year 2000 date change.  This
process   involved  reviewing,  modifying   and   replacing
existing   hardware   and  software,  as   necessary.   The
corporation  also assessed the preparedness  of  our  third
party  vendors, whom we are heavily dependent  upon,  along
with our major commercial loan customers. Contingency plans
for  the year 2000 were developed and maintained throughout
the  pre-event period in order to be prepared for any  year
2000 glitches that may occur.

To date, the corporation has not encountered any materially
significant  problems associated with our mission  critical
systems  or vendors. Occurrences related to the  year  2000
issue  could still occur and may have a material impact  on
the   operations  and  the  financial  condition   of   the
corporation  and  its  customers. In  the  event  that  the
customers' financial positions are weakened due to the year
2000   issue,   credit  quality  could  be  affected.   The
corporation  will continue to monitor the year  2000  issue
throughout  2000  and act accordingly  should  any  problem
arise.

<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


                           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 13, 2000        /s/ Gregg E. Hunter
                                -------------------------------------
                                Gregg E. Hunter
                                Vice Chairman and Chief Financial Officer




Dated: November 13, 2000        /s/ Ryan M. Glista
                                --------------------------------------
                                Ryan M. Glista
                                Vice President and Controller


<PAGE>

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

Banking Subsidiary:
Commercial National Bank of Pennsylvania
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 above  (except  Latrobe  and
Courthouse Square) additional 24-hour ATMs are available for your
convenience at Arnold Palmer Regional Airport, Greensburg Kirk S.
Nevin  Arena,  Latrobe Area Hospital, New Alexandria  Qwik  Mart,
Norvelt Open Pantry and Saint Vincent College. All are linked  to
the  national  Cirrus, Honor and Plus networks  and  also  accept
MasterCard,  Visa,  Discover  and  American  Express   for   cash
advances.


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.
www.cnbinsurance.com
<PAGE>


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