UNITED
                  STATESSECURITIES
                  AND EXCHANGE COMMISSIONWashington,
                  D.C. 20549**FORM
                  10-K**
 
 **ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE**
                **ACT
                  OF 1934**
 **For
        the fiscal year ended December 31, 2005**
 
 **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 of incorporation or
                  organization)*
              *(I.R.S.
                  Employer Identification No.)*
 
 900
                  LIGONIER STREET, LATROBE, PA
              15650*(Address
                  of principal executive offices)*
              (*Zip
                  Code)*
 
 Registrant's
        telephone number, including area code:  (724)
        539-3501
  Securities
        registered pursuant to Section 12(b) of the Act:  None
 
 Securities
        registered pursuant to Section 12(g) of the Act:
 
 Common
        Stock, $2 Par Value
 ( *Title
        of Class* )
 
 Indicate
        by check mark if the registrant is a well-known seasoned issuer, as defined
        in
        Rule 405 of the Securities Act. Yes
        [ ]
        No [ X ]
 
 Indicate
        by check mark if the registrant is not required to file reports pursuant
        to
        Section 13 or Section 15(d) of the Securities Exchange Act. Yes [ ] No [
        X
        ]
 
 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
        by checkmark if disclosure of delinquent filers pursuant to Item 405 of
        Regulation S-K is not contained herein, and will not be contained, to the
        best
        of registrant’s knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of the Form 10-K or any amendment to
        this
        Form 10-K. [ ]
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definition of “accelerated
        filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
 Large
        Accelerated Filer [ ]  Accelerated
        Filer [ ]  Non-accelerated
        Filer [X ]
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes[
        ] No
        [ X ]
 
 The
        aggregate market value of registrant’s outstanding voting common stock held by
        non-affiliates on June 30, 2005, the last business day of the registrant’s most
        recently completed second fiscal quarter, was $56,552,257
 Number
        of
        shares of common stock outstanding at March 24, 2006 3,413,426
 
 **DOCUMENTS
        INCORPORATED BY REFERENCE**
 Portions
        of the registrant’s proxy statement relating to its 2006 annual meeting of
        shareholders to be held May 16, 2006 are incorporated by reference into Part
        III
        of this Form 10-K. In addition, portions of the registrant’s Annual Report to
        Shareholders for the fiscal year ended December 31, 2005 are incorporated
        by
        reference into Part II of this Form 10-K.
  
 
  Commercial
                  National Financial CorporationForm
                  10-KINDEX
 
 
 PART
                  I
              
              PAGEITEM
                  1.
              Business
              2ITEM
                  1A
              Risk
                  Factors
              4ITEM
                  1B
              Unresolved
                  Staff Comments
              5ITEM
                  2.
              Properties
              5ITEM
                  3.
              Legal
                  Proceedings
              5ITEM
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              6PART
                  IIITEM
                  5.
              Market
                  for Registrant's Common Equity, Related Stockholder Matters and
                  Issuer
                  Purchases of Equity Securities
              6ITEM
                  6.
              Selected
                  Financial Data
              6ITEM
                  7.
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operation
              6ITEM
                  7A.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              6ITEM
                  8.
              Financial
                  Statements and Supplementary Data
              6ITEM
                  9.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              6ITEM
                  9A.
              Controls
                  and Procedures
              6ITEM
                  9B.
              Other
                  Information
              7PART
                  IIIITEM
                  10.
              Directors
                  and Executive Officers of the Registrant
              7ITEM
                  11.
              Executive
                  Compensation
              7ITEM
                  12.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              7ITEM
                  13.
              Certain
                  Relationships and Related Transactions
              7ITEM
                  14.
              Principal
                  Accountant Fees and Services
              7PART
                  IVITEM
                  15.
              Exhibits
                  and Financial Statement Schedules
              8
 
  14
  **PART
        I**
 
 **Item
        1.** **BUSINESS**
 
 The
        Commercial National Financial Corporation (the “Corporation”) is a Pennsylvania
        corporation and is registered as a bank holding company under the Bank Holding
        Company Act of 1956 as amended. Through its subsidiary the Corporation is
        engaged in banking and trust operations.
  The
        Corporation is owner of 100% of the outstanding shares of common stock of
        Commercial Bank & Trust of PA (the “Bank”) formerly known as Commercial Bank
        of Pennsylvania. The Bank has been providing banking services since 1934.
        At the
        present time, two (2) banking offices are in operation in Latrobe, Pennsylvania,
        two (2) in Unity Township, Pennsylvania and one (1) each in Ligonier, West
        Newton, Greensburg, Norwin and Hempfield Township, Pennsylvania. All of these
        offices are within the boundaries of Westmoreland County, Pennsylvania. In
        addition, the building that houses the Bank’s downtown Latrobe banking office is
        the location of the Corporation's and the Bank's executive and administrative
        offices. The institution's operations center is located at the Latrobe Plaza
        in
        downtown Latrobe. This operations center also houses an in-house data processing
        system.
  Each
        of
        the banking offices, except Greensburg, is equipped with a 24 hour a day
        automatic teller machine (ATM). Bank ATM units are also located on the campus
        of
        Saint Vincent College in Unity Township, the terminal of the Arnold Palmer
        Regional Airport, at the Latrobe Area Hospital and an in-store machine in
        the
        Norvelt Open Pantry. A separate freestanding drive-up teller staffed banking
        facility is attached to the Lincoln Road office in downtown Latrobe. This
        facility also provides ATM service.
  The
        Bank
        offers the full range of banking services normally associated with a general
        commercial banking business. Services include extending credit, providing
        deposit services, marketing non-deposit investments and offering financial
        counseling. The ATM system described above is a part of the Cirrus, Honor,
        Plus
        and Star networks, which provides the Bank's customers access to an extensive
        regional and national network. The Bank also has implemented a comprehensive
        electronic Online Banking system. By using a personal computer with internet
        access, customers can access their Commercial Bank accounts, perform common
        banking tasks and pay bills 24 hours a day, seven days a week, 365 days a
        year.
 
 The
        Corporation currently has one inactive subsidiary, Commercial National Insurance
        Services. There are no current plans for this subsidiary.
 
 
 **Competition**
 
 All
        aspects of the Corporation’s business are highly competitive. The Corporation
        competes for deposits, loans and banking services with major financial
        institutions, several national and state banks, thrift institutions, credit
        unions, mortgage brokers, finance companies, insurance companies, investment
        companies and mutual funds.
 
 Customers
        are generally influenced by convenience of location, quality of service,
        price
        of services and availability of products. The Corporation believes that it
        effectively competes with other financial service providers within its market
        area.
 
 **Supervision
        and Regulation**
 
 ***Introduction***
 
 The
        Corporation and the Bank are subject to extensive regulation by federal and
        state agencies. The primary focus of these regulations is for the protection
        of
        depositors, federal deposit insurance funds and the banking system, not for
        the
        protection of security holders. Set forth below is a brief description of
        certain laws which relate to the regulation of the Corporation and its
        subsidiaries. The description is not meant to be complete and is qualified
        by
        reference to applicable laws and regulations.
 
 Holding
        Company. The
        Corporation, as a bank holding company is subject to regulation by the Federal
        Reserve Board (FRB), the Securities and Exchange Commission, and the Federal
        Deposit Insurance Corporation (FDIC). The nature of the supervision extends
        to
        such areas as safety and soundness, truth-in-lending, truth-in-savings, rate
        restrictions, consumer protection, permissible loan and securities activities,
        merger and acquisition limitations, reserve requirements, dividend payments
        and
        regulations concerning activities by corporate officers and directors. No
        regulatory restrictions or actions are currently pending against the
        Corporation.
 
 Subsidiary
        Bank The Bank
        is subject to regulation and examination primarily by the FDIC and Commonwealth
        of Pennsylvania, Department of Banking (the “Department”).
 
 On
        July
        19, 2005, the Board of Directors of the Bank entered into a Memorandum of
        Understanding with the Department and the FDIC. The accord sets forth an
        informal understanding among the Bank, the FDIC and the Department, that
        the
        Bank will enhance its operating plans, modify its board oversight functions
        and
        update its interest rate risk policies. The Board of Directors believes that
        the
        accord will have no material impact on the Corporation's operating results
        or
        financial condition and that it will not constrain the Corporation's business.
 
 In
        a
        related matter, the Board of Directors voted to notify the Federal Reserve
        Board
        of the Corporation's desire to terminate its discretionary election to be
        classified as a financial holding company. In addressing certain items leading
        to the accord, management determined that the continuation of such status
        was
        not warranted. The Corporation will return to its prior status as a bank
        holding
        company and continue to be under the supervision of the Federal Reserve Board.
        The Board of Directors believes that the Corporation's return to bank holding
        company status will also have no material impact on the Corporation's operating
        results or financial condition. The Corporation does not currently engage
        in any
        activities permissible only for a financial holding company. This change
        in
        status is in keeping with the Board of Directors' business strategy of
        concentrating on the efficient operation of the core bank subsidiary.
 
 **Capital
        Requirements**
 
 Bank
        holding companies are required to be in compliance with the FRB’s risk-based
        capital standards. These standards require that (1) at least 50% of total
        capital must be “Tier 1 capital”. This consists primarily of common and certain
        other “core” equity capital; (2) assets and off-balance sheet items must be
        weighted according to risk; (3) the total capital to risk-weighted asset
        ratio
        must be at least 8%; and (4) a minimum 4% leverage ratio of Tier 1 capital
        to
        average assets must be maintained. The Department requires state chartered
        banks
        to maintain a 6% leverage capital and 10% risk based capital, defined
        substantially the same as the federal regulations. The Bank is subject to
        almost
        identical capital requirements adopted by the FDIC.
 
 **Effects
        of Governmental Policies**
 
 In
        addition to regulatory requirements, the Corporation and its subsidiary Bank
        are
        affected by the national economy and the influence on that economy exerted
        by
        governmental bodies through monetary and fiscal policies and their efforts
        to
        implement such policies. In particular, the impact of the open market operations
        on interest rates, the establishment of reserve requirements and the setting
        of
        the discount rate will continue to affect business volumes and earnings.
        The
        exact nature or the full extent of this impact is almost impossible to predict;
        however, management continues to monitor these activities on a regular basis
        and
        seeks to modify its policies and procedures accordingly.
 
 **Employees**
 
 As
        of
        December 31, 2005, the Corporation employed 110 people in full- and part-time
        positions. Approximately 54 employees are represented by the United Auto
        Workers, Local 1799. In 2004, the Corporation and bargaining unit employees
        entered into a five-year labor agreement that will expire in December
        2008.
   14
  
  **Executive
        Officers of the Corporation**
 
 The
        following table shows the names and ages of the current executive officers
        and
        the present and previous positions held by them for at least the past five
        years.
 
 Name
              Age
              Present
                  and Previous PositionsGregg
                  E. Hunter
              47
              Vice
                  chairman, president and chief executive officer (February 2004
                  -present),
                  Vice chairman and chief financial officer(December
                  1995 to January 2004)Thomas
                  D. Watters, CPA
              44
              Senior
                  vice president and chief financial officer (July 2005-present),
                  Chief Auditor (January 1998-July 2005)Wendy
                  S. Schmucker
              37
              Secretary/treasurer
                  and senior vice president, division managercorporate
                  administration (February 2004 - present) Secretary/treasurerand
                  vice president, manager corporate administration
                  (November1997
                  to January 2004)Susan
                  R. Skoloda
              31
              Vice
                  president, corporate controls and community relations
                  officer(March
                  2004 to present); assistant vice president (April 2001
                  toFebruary
                  2004); assistant secretary/treasurer (April 1998 to
                  present)
 
 
 
 **Item
        1A. RISK FACTORS**
 
 The
        following are the key risk factors that management believes could have a
        negative impact to the Corporation’s financial performance.
 
 Interest
        rate volatility could significantly harm the Bank’s business.
 
 The
        Bank’s results of operations are affected by the monetary and fiscal policies
        of
        the federal government and the regulatory policies of governmental authorities.
        A significant component of the Bank’s earnings is its net interest income, which
        is the difference between the income from interest earning assets, such as
        loans, and the expense of interest bearing liabilities, such as deposits.
        A
        change in market interest rates could adversely affect the Bank’s earnings if
        market interest rates change such that the interest the Bank pays on deposits
        and borrowings increases faster than the interest it collects on loans and
        investments.
 
 The
        Bank’s results of operations are significantly affected by the ability of its
        borrowers to repay their loans.
 
 The
        inability of borrowers to repay loans could erode our earnings and capital.
        Substantially all of our loans are to businesses and individuals in western
        Pennsylvania, and any economic decline in this market area could impact us
        adversely.
 
 The
        majority of the Bank’s business is concentrated in western Pennsylvania, which
        is traditionally a slower growth market than other areas of the United States.
        As a result, the Bank’s loan portfolio and results of operations may be
        adversely affected by factors that have a significant impact on the economic
        conditions in this market area. The local economies of this market area
        historically have been less robust than the economy of the nation as a whole
        and
        may not be subject to the same fluctuations as the national economy. Adverse
        economic conditions in the Bank’s market area, including the loss of certain
        significant employers, could reduce its growth rate, affect its borrowers’
        ability to repay their loans and generally affect the Bank’s financial condition
        and results of operations. Furthermore, a downturn in real estate values
        in the
        Bank’s market area could cause many of its loans to become inadequately
        collateralized.
 
 
 
 The
        Bank’s financial condition and results of operations would be adversely affected
        if its allowance for loan losses is not sufficient to absorb actual losses.
  As
        a
        lender, the Bank is exposed to the risk that our borrowers may be unable
        to
        repay their loans and that collateral securing the payment of their loans
        may
        not be sufficient to assure repayment. Credit losses are inherent in the
        lending
        business and could have a material adverse effect on the operating results
        of
        the Bank. We make certain assumptions and judgments about the collectibility
        of
        our loan portfolio and provide an allowance for potential losses based on
        a
        number of factors. If these assumptions are incorrect, the allowance for
        credit
        losses may not be sufficient to cover losses, thereby having an adverse effect
        on operating results, and may cause us to increase the allowance in the future.
  Changes
        in legislative or regulatory requirements applicable to the Corporation and
        its
        subsidiaries could increase costs, limit certain operations and adversely
        affect
        results of operations.
  The
        banking industry is heavily regulated under both federal and state law. Banking
        regulations, designed primarily for the safety of depositors, may limit a
        financial institution’s growth and the return to its investors, by restricting
        such activities as the payment of dividends, mergers with or acquisitions
        by
        other institutions, expansion of branch offices and the offering of securities
        or trust services. The Corporation is also subject to capitalization guidelines
        established by federal law and could be subject to enforcement actions to
        the
        extent that its subsidiary bank is found by regulatory examiners to be
        undercapitalized. It is not possible to predict what changes, if any, will
        be
        made to existing federal and state legislation and regulations or the effect
        that such changes may have on our future business and earnings prospects,
        as
        well as those of the Corporation. The Corporation also cannot predict the
        nature
        or the extent of the effect on our business and earnings of new federal or
        state
        legislation. Further, the cost of compliance with regulatory requirements
        may
        adversely affect our ability to operate profitably.
  The
        Bank’s business and financial condition may be adversely affected by an increase
        in competition.
  The
        Bank
        faces significant competition in attracting and retaining deposits and making
        loans as well as in providing other financial services throughout our market
        area. In addition to facing pricing competition for loans and deposits, the
        Bank
        also faces competition with respect to customer convenience, product lines,
        accessibility of service and service capabilities. The Bank’s competition comes
        from other banks and savings institutions, brokerages, credit unions,
        government-sponsored enterprises, mutual fund companies, insurance companies
        and
        other non-bank businesses, many of which are larger in terms of total assets
        and
        capitalization, have greater access to the capital markets and offer a broader
        array of financial services than the Bank does. Competition with such
        institutions may cause the Bank to increase its deposit rates or decrease
        its
        interest rate spread on loans it originates.
  New
        litigation or changes in current litigation could adversely affect the
        Corporation’s financial condition or results of operation.
  Although
        there is currently no material litigation to which the Corporation is the
        subject, future litigation that arises during the normal course of business
        could be material and have a negative impact on the Corporation’s earnings.
        Future litigation or changes in current litigation could also adversely impact
        the reputation of the Corporation in the communities that it
        serves.
 
 
 **Item
        1B. UNRESOLVED STAFF COMMENTS**
 
 NONE.
 
 
 **Item
        2.** **PROPERTIES**
 
 All
        of
        the Corporation’s facilities are owned with the exception of the Lincoln Road
        banking office and adjacent drive-up facility and the Norwin Hills banking
        office. All of the properties are used in their entirety for banking purposes.
        In each case, the properties have been maintained in good repair, are well
        suited for their present use and appear to be adequate for the immediate
        needs
        of the Corporation and its subsidiary. The locations of the Corporation’s real
        properties can be found in the Annual Report to Shareholders.
 
 **Item
        3.** **LEGAL
        PROCEEDINGS**
 
 The
        Corporation, in the normal course of business, is subject to various legal
        proceedings. Management does not expect the outcome of these proceedings
        to have
        a material adverse impact on the Corporation’s financial condition or results of
        operations.
 
 **Item
        4.** **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 No
        matters were submitted to a vote of the Corporation’s security holders during
        the last quarter of its fiscal year ended December 31, 2005.
 
 
 
 **PART
        II**
 
 **Item
        5.** **MARKET
        FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS**
 
 Information
        appearing in the Annual Report to Shareholders for the fiscal year ended
        December 31, 2005 (the Annual Report) in the section titled “Common Stock
        Information” is incorporated herein by reference in response to this item. As of
        March 24, 2006 there were 463 shareholders of record of the Corporation's
        common
        stock. The number of beneficial shareholders is approximately 823.
 
 On
        March
        24, 2006, the Corporation repurchased 362,113 shares of its common stock
        held by
        certain of its shareholders. The repurchased shares represented approximately
        10.6% of the total shares then outstanding. The aggregate purchase price
        for the
        stock was approximately $6.7 million. An opinion was obtained from the
        Corporation's financial advisor, SunTrust Robinson Humphrey, that the purchase
        price was fair to the Corporation. A more compete description of the transaction
        can be found in the Corporation's 8-K filed with the Commission March 27,
        2006.
 
 We
        have
        historically paid quarterly dividends on our common stock and currently intend
        to continue to do so in the foreseeable future. Our ability to pay dividends
        depends on a number of factors, however, including restrictions on the ability
        of the Corporation to pay dividends under federal laws and regulations, and
        as a
        result there can be no assurance that dividends will be paid in the
        future.
 
 **Item
        6.** **SELECTED
        FINANCIAL DATA**
 
 Information
        appearing in the Annual Report in the section titled “Selected Financial Data”
        is incorporated herein by reference.
  **Item
        7.** **MANAGEMENT'S
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS**
 
 Information
        appearing in the Annual Report in the section titled “Management’s Discussion
        and Analysis of Financial Condition and Results of Operations” is incorporated
        herein by reference.
 
 **Item
        7A.** **QUANTITATIVE
        AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**
 Information
        appearing in the Annual Report in the section titled “Interest Sensitivity and
        Market Risk” is incorporated herein by reference.
 
 **Item
        8.** **FINANCIAL
        STATEMENTS AND SUPPLEMENTARY DATA**
 
 The
        Corporation’s consolidated financial statements, the notes thereto and the
        report of the independent registered public accounting firm of the Annual
        Report
        are incorporated herein by reference. In addition, a quarterly summary of
        financial data is in the section titled “Quarterly Summary of Financial Data” of
        the Annual Report is incorporated herein by reference.
 
 **Item
        9.** **CHANGES
        IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE**
 
 NONE.
 
  14
  
 **Item
        9A.** **CONTROLS
        AND PROCEDURES**
 
 **Evaluation
        and Disclosure Controls and Procedures**
 
 The
        Corporation carried out an evaluation under the supervision and with the
        participation of the Chief Executive Officer and Chief Financial Officer
        of the
        effectiveness of the design and operation of its disclosure controls and
        procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act),
        as of
        December 31, 2005 (the “Evaluation Date”). Based on that evaluation, the Chief
        Executive Officer and Chief Financial Officer have concluded that, as of
        the
        Evaluation Date, the Corporation’s disclosure controls and procedures are
        effective to ensure that information required to be disclosed by the Corporation
        in reports that it files or submits under the Exchange Act is recorded,
        processed, summarized and reported within the applicable time period.
 
 **Changes
        in Internal Controls**
 
 There
        has
        not been any significant change in the Corporation’s internal control over
        financial reporting that has materially affected, or is reasonably likely
        to
        materially affect the Corporation’s internal control over financial reporting.
        There were no significant deficiencies or material weakness identified in
        the
        internal control over financial reporting, and therefore no corrective actions
        were taken.
 
 **Item
        9B. OTHER INFORMATION**
 
 NONE.
 
 
 **PART
        III**
 
 **Item
        10.** **DIRECTORS
        AND EXECUTIVE OFFICERS OF THE REGISTRANT**
 
 Information
        concerning (i) directors, appearing under the captions “Election of Directors”
        and “Director’s Meetings and Committees” in the Corporation’s Proxy Statement,
        related to the Annual Meeting of Shareholders to be held May 16, 2006 (the
        “Proxy Statement”) (ii) information concerning executive officers, appearing
        under the caption “Executive Officers of the Registrant” in Part I of this Form
        10-K, and (iii) information contained under the section “Section 16(a)
        Beneficial Ownership Reporting Compliance”, in the Proxy Statement, are
        incorporated herein by reference to this Item 10.
 
 The
        Corporation has adopted a Code of Ethics for Senior Financial Officers which
        is
        applicable to the Corporation’s principal executive officer and principal
        financial and accounting officer. A copy of such Code of Ethics has been
        filed
        as an exhibit to this Form 10-K.
 
 **Item
        11.** **EXECUTIVE
        COMPENSATION**
 
 The
        information contained in: (i) the section titled “Executive Officer’s
        Compensation” in the Proxy Statement, with respect to executive compensation,
        (ii) the section titled “Compensation of Directors” in the Proxy Statement, with
        respect to director compensation, (iii) the information contained in the
        section
        titled “Executive Compensation Committee Report” in the Proxy Statement, (iv)
        the information contained in the section titled “Compensation Committee
        Interlocks and Insider Participation” in the Proxy Statement, and (v) the
        information contained in the section titled “Performance Graph,” in the Proxy
        Statement, with respect to shareholder returns, are incorporated hereby by
        reference to this Item 11. The stock performance graph and the Compensation
        Committee Report shall not be deemed to be “filed.”
 
 **Item
        12.** **SECURITY
        OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND**
 **RELATED
        STOCKHOLDER MATTERS**
 
 The
        information contained in the sections titled "Beneficial Ownership of Common
        Stock" and "Beneficial Ownership by Officers, Directors and Nominees" in
        the
        Proxy Statement is incorporated herein by reference to this Item
        12.
 
 **Equity
        Compensation Plan Information** ****
 
 NONE
 
  14
  **Item
        13.** **CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS**
 
 The
        information contained in the section titled “Transactions with Directors,
        Nominees, Officers and Associates” in the Proxy Statement is incorporated herein
        by reference to this Item 13.
 
 **Item
        14.** **PRINCIPAL
        ACCOUNTANT FEES AND SERVICES**
 
 The
        information contained in the section titled “Auditor and Audit Fees” in the
        Proxy Statement is incorporated by reference to this Item 14.
 
  14
  **PART
        IV**
 
 **Item
        15.** **EXHIBITS
        AND FINANCIAL STATEMENT SCHEDULES**
 
 (a)  The
        consolidated financial statements and exhibits listed below are filed as
        part of
        this report. Financial statement schedules are omitted as they are not
        applicable.
  (1)  The
        Corporation’s consolidated financial statements, the notes thereto and the
        report of the independent registered public accounting firm of the Annual
        Report
        and are incorporated herein by reference .
  
 Page
                  Number orExhibit
              
              Incorporated
                  byNumber
              Description
              Reference
                  to3.1
              Articles
                  of Incorporation
              Exhibit
                  C to Form S-4Registration
                  StatementFiled
                  April 9, 19903.2
              By-laws
                  of Registrant
              Exhibit
                  D to Form S-4Registration
                  StatementFiled
                  April 9, 19903.3
              Amended
                  Articles of Incorporation
              Exhibit
                  3.6 to Form 10-QFiled
                  for the quarter endedSeptember
                  30, 20043.4
              Amended
                  Bylaws of Registrant
              Exhibit
                  3.8 to Form 10-QFiled
                  for the quarter endedSeptember
                  30, 200410.1
              Employment
                  agreement between Gregg E. Hunter and Commercial Bank of
                  Pennsylvania
              Exhibit
                  10.1 to Form 10-Q for the Quarter ended September 30,
                  200310.2
              Employment
                  agreement between Louis T. Steiner and Commercial Bank of
                  Pennsylvania
              Exhibit
                  10.2 to Form 10-Q for the Quarter ended September 30,
                  200310.3
              Mutual
                  Release and Non-Disparagement Agreement between Commercial Bank
                  of
                  Pennsylvania and Louis T. Steiner
              Exhibit
                  10-3 to Form 10-K for the period ended December 31,
                  2004.13
              Portions
                  of the Annual Report to Shareholders for the Fiscal year Ended
                  December
                  31, 2004
              Filed
                  herewith14
              Code
                  of Ethics for Senior Financial Officers
              Filed
                  herewith21
              Subsidiaries
                  of the Registrant
              Filed
                  herewith31.1
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer
              Filed
                  herewith31.2
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Financial
                  Officer
              Filed
                  herewith32.1
              Section
                  1350 Certification of Chief Executive Officer
              Filed
                  herewith32.2
              Section
                  1350 Certification of Chief Financial Officer
              Filed
                  herewith
  14
  
 **SIGNATURES**Pursuant
                  to the requirements of Section 13 or 15(d) of the Securities ExchangeAct
                  of 1934, the registrant has duly caused this report to be signed
                  on itsbehalf
                  by the undersigned, thereunto duly authorized.**COMMERCIAL
                  NATIONAL FINANCIAL CORPORATION**(Registrant)**By:/s/
                  Gregg E. Hunter****Gregg
                  E. Hunter, Vice Chairman, President****and
                  Chief Executive Officer**March
                  30, 2006
  14
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the registrant and in
        the
        capacities and on the dates indicated.
 
 **SIGNATURE
                  AND CAPACITY**
              **DATE**/s/
                  George V. Welty
              
              March
                  21, 2006George
                  V. Welty, Chairman of the Board and Director/s/
                  Gregg E. Hunter
              
              March
                  21, 2006Gregg
                  E. Hunter, Vice Chairman of the Board, Director, Chief Executive
                  Officer
                (principal
                  executive officer)/s/
                  Thomas D. Watters
              
              March
                  21, 2006Thomas
                  D. Watters , Senior Vice President and Chief Financial
                  Officer
                (principal
                  financial and accounting officer)/s/
                  Wendy S. Schmucker
              
              March
                  21, 2006Wendy
                  S. Schmucker, Secretary/Treasurer/s/
                  John T. Babilya
              
              March
                  21, 2006John
                  T. Babilya, Director/s/
                  George A. Conti, Jr.
              
              March
                  21, 2006George
                  A. Conti Jr., Director/s/
                  Richmond H. Ferguson
              
              March
                  21, 2006Richmond
                  H. Ferguson, Director/s/
                  Dorothy S. Hunter
              
              March
                  21, 2006Dorothy
                  S. Hunter, Director/s/
                  Frank E. Jobe
              
              March
                  21, 2006Frank
                  E. Jobe, Director/s/
                  Steven H. Landers
              
              March
                  21, 2006Steven
                  H. Landers, Director/s/
                  Joseph A. Mosso
              
              March
                  21, 2006Joseph
                  A. Mosso, Director/s/
                  Bruce A. Robinson
              
              March
                  21, 2006Bruce
                  A. Robinson, Director/s/
                  Debra L. Spatola
              
              March
                  21, 2006Debra
                  L. Spatola, Director/s/
                  C. Edward Wible
              
              March
                  21, 2006C.
                  Edward Wible, Director
 
  14
   
 EXHIBIT
                  TABLE OF CONTENTSExhibitNumber
              Description13
              Portions
                  of the Annual Report to Shareholders for the Fiscal Year Ended
                  December
                  31, 200514
              Code
                  of Ethics for Senior Financial Officers21
              Subsidiaries
                  of the Registrant31.1
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer31.2
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Financial
                  Officer32.1
              Section
                  1350 Certification of Chief Executive Officer32.2
              Section
                  1350 Certification of Chief Financial
                  Officer
 
   
  Exhibit
        21 - Subsidiaries
        of Commercial National Financial Corporation
 
 State
                  or JurisdictionSubsidiary
              of
                  IncorporationCommercial
                  Bank & Trust of PA
              PennsylvaniaCommercial
                  National Insurance Services, Inc.
              Pennsylvania
 
  
  
 The
        Corporation will provide without charge to any shareholder a copy of its
        2005
        annual report on Form 10-K as required to be filed with the Securities and
        Exchange Commission. Requests should be made in writing to:
 
 
 COMMERCIAL
        NATIONAL FINANCIAL CORPORATION
 STOCK
        TRANSFER DEPARTMENT
 ATTN:
        WENDY SCHMUCKER
 P.O.
        BOX
        429
 LATROBE,
        PA 15650
 
 
 
 
 
 
 
 BUS_EST:223882-6