<PAGE>



                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, 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, 1996

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: (412)539-3501

Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS            NAME OF EACH EXCHANGE ON WHICH REGISTERED
                      NONE

Securities registered pursuant to Section 12(g) of the Act:

TITLE OF CLASS                               

COMMON STOCK, $2 PAR VALUE

Indicate by check mark 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  check  mark  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 this Form 10-K or any amendment to  this
Form 10-K. (x)

Aggregate market value of common stock held by
non-affiliates of registrant based on closing sale price
based on the NASDAQ National Market System on March 7, 1997.       $66,375,000

Number of shares of common stock outstanding at March 7, 1997.       1,800,000

              DOCUMENTS INCORPORATED BY REFERENCE
   Portions of the registrant's Annual Report to shareholders for
the  fiscal  year  ended December 31, 1996  are  incorporated  by
reference  into Parts I, II, and IV of this report.  Portions  of
the  definitive Proxy Statement related to the annual meeting  of
shareholders  to  be  held  April 16, 1997  are  incorporated  by
reference into Part III.

<PAGE>

           Commercial National Financial Corporation

                           Form 10-K

                             INDEX

Part I
                                                                  PAGE

ITEM 1.   Business
          Description of business................................   3
          Competition............................................   4
          Supervision and regulation.............................   4
          Effects of Governmental Policies.......................   4
          Consolidated Financial and Statistical Profile.........   5

ITEM 2.   Properties.............................................   9

ITEM 3.   Legal Proceedings......................................   9

ITEM 4.   Submission of Matters to a Vote of Security Holders....   9
          Executive Officers of the Registrant...................  10

PART II

ITEM 5.  Market for Registrant's Common Stock and Related
         Security Holder Matters.................................  11
ITEM 6.  Selected Financial Data.................................  11
ITEM 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.....................  11
ITEM 8.  Financial Statements and Supplementary Data.............  11
ITEM 9.  Disagreements on Accounting and Financial Disclosures...  11

PART III

ITEM 10. Directors and Executive Officers of the Registrant......  12
ITEM 11. Executive Compensation..................................  12
ITEM 12. Security Ownership of Certain Beneficial Owners and
         Management..............................................  12
ITEM 13. Certain Relationships and Related Transactions..........  12

PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports
         on Form 8-K.............................................. 13


<PAGE>

Part I

Item 1.  BUSINESS

Description of Business
-----------------------
The   Commercial   National   Financial   Corporation   (the
"corporation")  was  incorporated   under  the  laws    of    the 
Commonwealth of Pennsylvania on July 1, 1990 and is registered as
a bank holding company under the Bank Holding Company Act of 1956
as  amended.  The corporation is owner of 100% of the outstanding
shares  of  common  stock   of   Commercial   National   Bank  of
Westmoreland  County.  This subsidiary bank and  its  predecessor
have  been providing banking services since 1934. At the  present
time, two (2) banking offices are in operation in Latrobe, two(2)
in  Unity  Township  and one (1) each in Ligonier,  West  Newton,
Greensburg,  Murrysville and Hempfield Township. The  Murrysville
office   began   operations  in  July  of    1996.  An   asset
management/trust  department  was  established  in  1994  and  is
located  in  the  building  that houses  the  Greensburg  banking
office.   All  of  these  offices are within  the  boundaries  of
Westmoreland  County,  Pennsylvania.  In addition,  the  building
which  houses the 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.  In January of  1996,
the bank signed an agreement to purchase the Plaza Hotel which is
located  next to the bank's corporate headquarters. The  purchase
was  made  to  secure space for current and future  expansion  of
office space as the bank is presently utilizing all its available
space  to maximum capacity. Extensive renovations to the building
are  expected  to  begin in 1997. Each of  the  banking  offices,
except  for  downtown Latrobe and Greensburg,  is  equipped  with
twenty-four-hour-a-day  automatic teller  machines  and  one  (1)
additional  ATM  unit  each is located on  the  campus  of  Saint
Vincent   College  in  Unity  Township,  the  terminal   of   the
Westmoreland  County  Airport  in  Unity  Township  and  in   the
reception  lobby  of  the Latrobe Area Hospital  in  Latrobe.   A
separate freestanding drive-up teller staffed banking facility is
attached  to  our Lincoln Road office in downtown  Latrobe.  This
facility also provides ATM service.

The  corporation's business activities are limited to  holding
the  stock  of  its subsidiary bank and the remaining  discussion
pertains to the activities of that bank.

The  subsidiary bank offers the full range of banking services
normally associated with the general commercial banking business.
Services  include  extending credit, providing deposit  services,
marketing   non-deposit   investments  and   offering   financial
counseling.   The ATM system described earlier is a part  of  the
MAC and Cirrus networks which permits the bank's customers access
to an extensive regional and national network. Earlier this year,
the  bank  implemented  a  comprehensive electronic  home-banking
system.  This  product known as the Maxcess (at this point, there 
appears a service mark) Account, provides  our  customers
with  the  option  of  paying  bills through  personal  computer,
screenphone, touchtone phone and even rotary phone.

[FN]
MAXCESS is a service mark of Commercial National Bank of
Westmoreland County

<PAGE>

Competition
-----------
Throughout  the  subsidiary bank's service  area,  substantial
competition  exists  both for deposit  and  loan  products.  The
competitors range from branches of major Cleveland Ohio, Indiana,
Pittsburgh  and Johnstown Pennsylvania  based  banks,  several 
independent  banks headquartered  in   Westmoreland   County,  a  
variety  of thrift institutions  and  a number of credit unions.  
Even though some portions of the thrift industry have experienced
fairly extensive restructuring, the level of competitive activity 
in  our service area remains strong. Competition for certificates
of deposit and money  market  deposits remains vigorous  with the
representatives of  insurance  companies and  securities  brokers
soliciting  customers   in   our  market  area.   In  addition,  
out-of-area institutions including retailers continue to solicit
business for credit cards, residential mortgages and automobile
financing.


Supervision and Regulation
--------------------------
As a result of the establishment of the holding company format,
the  holding company and the subsidiary bank are subject  to  the
supervision  of  the  following regulatory bodies:   The  Federal
Reserve Board, the Office of the Comptroller of the Currency, the
Securities   and   Exchange  Commission,  the   Commonwealth   of
Pennsylvania  Department  of  Banking  and  the  Federal  Deposit
Insurance Corporation.  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.
Because  the  corporation and the bank confine  their  activities
within  a single county, changes to intra and inter-state banking
regulations  have had little impact inasmuch as  the  competitive
situation described earlier can not be altered significantly  nor
is  the  corporation  likely to take  advantage  of  the  broader
branching  or merger options now available.  The Federal  Reserve
Board  monitors holding company activity while the Office of  the
Comptroller of the Currency is the corporation's primary  banking
regulator.   No  restrictions or actions  are  currently  pending
against the corporation or the bank.

Effects of Governmental Policies
--------------------------------
In addition to the 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.

<PAGE>

         CONSOLIDATED FINANCIAL AND STATISTICAL PROFILE

The  data presented on the following pages provides additional
information  to  assist  in reviewing the corporation's  business
activities and must be read with the understanding that it  is  a
supplement  to Management's Discussion and Analysis of  Financial
Condition  and  Results of Operations in  the  annual  report  to
shareholders  for  the  year ended December  31,  1996  which  is
incorporated herein by reference.

Securities Portfolio
--------------------
The following table presents the composition of the securities
portfolio at year end for the years indicated:
<TABLE>
                                              Amortized Cost at December 31
<CAPTION>
                                            1996          1995           1994
                                            ----          ----           ----
<S>                                   <C>            <C>            <C> 
U. S. Treasury securities and other
 U. S. Government agencies and
 corporations                         $73,477,520    $77,094,930    $72,825,002
Obligations of states and political
 subdivisions                          27,928,975     24,996,402     23,652,973
Other securities                          933,200        944,700        956,100
                                       ----------     ----------     ----------
 Total                               $102,339,695   $103,036,032    $97,434,075
                                     ============   ============    ===========
</TABLE>

Loans
-----
   Final  loan  maturities  excluding  consumer  installment  and
mortgage loans and before unearned discount at December 31, 1996:
(in thousands)

<TABLE>
<CAPTION>
                                         Within  One-Five     After
                                        One Year   Years    Five Years    Total
                                        --------   ------   ----------    -----
<S>                                     <C>       <C>         <C>       <C> 
Commercial and Industrial               $ 1,905   $   20      $  -      $ 1,925
Real estate-construction                  8,862    7,368         728     16,958
Other                                     6,365*   1,138       7,582    $15,085
                                        -------   ------      ------    -------
 Totals                                 $17,132   $8,526      $8,310    $33,968
                                        =======   ======      ======    =======

Loans at fixed interest rates                     $4,091      $1,048    $ 5,139
Loans  at variable interest rates                  4,435       7,262     11,697
                                                  ------      ------    -------
                                                  $8,526      $8,310    $16,836
                                                  ======      ======    =======
</TABLE>

*Includes $2.8 million PHEAA loans with no fixed maturity date.

<PAGE>


CONSOLIDATED FINANCIAL AND STATISTICAL PROFILE (continued)

Non-performing Loans
--------------------
The  following table details, for each of the most  recent  five
years,  the year end amounts which were accounted for on a  non-
accrual basis or were past due 90 days or more:

Dec. 31, 1996
   Loans on non-accrual basis       $   23,172
   Loans past due 90 days or more      100,293
   Renegotiated loans                1,024,550
                                    ----------
   Total                            $1,148,015
                                    ==========
Dec. 31, 1995
   Loans on non-accrual basis       $  569,564
   Loans past due 90 days or more       89,824
   Renegotiated loans                  466,217
                                    ----------
   Total                            $1,125,605
                                    ==========
Dec. 31, 1994
   Loans on non-accrual basis       $  662,111
   Loans past due 90 days or more      395,654
   Renegotiated loans                  158,057
                                    ----------
   Total                            $1,215,822
                                    ==========
Dec. 31, 1993
   Loans on non-accrual basis       $  211,526
   Loans past due 90 days or more       65,485
   Renegotiated loans                  166,784
                                    ----------
   Total                            $  443,795
                                    ==========
Dec. 31, 1992
   Loans on non-accrual basis       $  130,540
   Loans past due 90 days or more      168,088
   Renegotiated loans                     -   
                                    ----------
   Total                            $  298,628
                                    ==========
At present no other loans which are outstanding present a serious
doubt  in  regard  to the borrower's ability to comply  with  the
current  loan  repayment  terms.  As of  December  31,  1996  the
corporation  had  $272,919 other real  estate  owned  and  no  in
substance  foreclosures. Expense on other real estate  owned  was
$1,800.

Effect of non-accrual loans on interest income during 1996 is  as
follows:

                                             Non-accrual
                                                Loans
                                               -------
Gross amount of interest that would have
   been recorded at original rates            $ 12,732
Less: Interest that was reflected in income        322
                                              --------
Net reduction to interest income              $ 12,410
                                              ========

<PAGE>

CONSOLIDATED FINANCIAL AND STATISTICAL PROFILE (continued)

Summary of Loan Loss Experience
-------------------------------
The table below provides an analysis of the reserve for possible loan losses
for the five years ended December 31, 1996:

<TABLE>
<CAPTION>
                                                                       December 31,
                                               1996          1995          1994          1993          1992

<S>                                       <C>           <C>           <C>           <C>           <C> 
Loans outstanding at beginning of year    $144,288,002  $139,066,657  $125,575,221  $116,792,991  $112,718,036
                                          ============  ============  ============  ============  ============
Average loans outstanding                 $151,056,637  $142,697,066  $130,041,170  $123,225,194  $115,914,839
Reserve for possible loan losses:         ============  ============  ============  ============  ============
Balance, beginning of year                $  2,081,700  $  2,077,553  $  1,968,014  $  1,740,713  $  1,360,013
                                          ------------  ------------  ------------  ------------  ------------
Loans charged off:
Commercial, industrial & other                    -             -             -             -           15,465
Installment and charge card                    170,719        97,089        46,873        50,794       102,612
Real estate                                      3,233          -           40,009        92,771        37,750
                                               -------        ------        ------       -------       ------- 
   Total loans charged off                     173,952        97,089        86,882       143,565       155,827
                                               -------        ------        ------       -------       -------         
Recoveries:
Commercial, industrial & other                    -             -             -             -            3,871
Installment and charge card                     23,070        10,884         7,637        10,866        22,356
Real estate                                       -              352         8,784          -              300
                                               -------        ------        ------       -------       -------
   Total recoveries                             23,070        11,236        16,421        10,866        26,527
                                               -------        ------        ------       -------       -------
  Net loans charged off                        150,882        85,853        70,461       132,699       129,300
Provision charged to expense                   105,000        90,000       180,000       360,000       510,000
                                               -------        ------       -------       -------       ------- 
Balance, end of year                      $  2,035,818   $ 2,081,700   $ 2,077,553   $ 1,968,014   $ 1,740,713
                                          ============   ===========   ===========   ===========   =========== 
Ratios:
Net charge-offs as a percentage
of average loans outstanding                       .10%          .06%          .05%          .11%          .11%

Reserve for possible loan losses
as a percentage of average loans
outstanding                                       1.35          1.46          1.60          1.60          1.50

</TABLE>

Management review and evaluation of loan loss experience and loan loss 
potential on outstanding loans occurs on a monthly basis  and  is
considered  in  conjunction with current economic conditions  and
the current requirements of the appropriate regulatory agencies.

As a result of this on-going study, management believes that the
reserve amount shown for December 31, 1996 is adequate to  offset
the   expense   which   may  exist   as   a   result   of   under
collateralization or uncollectibility.

<PAGE>

CONSOLIDATED FINANCIAL AND STATISTICAL PROFILE (continued)

Deposits
--------
The  following table presents average deposits by  type  and  the
average interest rates paid as of 1996, 1995 and 1994:

<TABLE>
                                                         December 31,
                                       1996                  1995                  1994
<CAPTION>
                                 Average   Average    Average    Average    Average    Average
                                 Balance  Rate Paid   Balance   Rate Paid   Balance   Rate Paid
<S>                           <C>           <C>    <C>            <C>    <C>            <C>   
Non-interest bearing demand   $ 32,920,490   -  %  $ 32,128,560    -  %  $ 29,989,014    -  %
Interest bearing demand         18,110,581  1.95     17,116,367   2.20     17,312,928   2.27
Money market                    39,754,528  3.79     40,662,832   3.85     48,954,853   3.19
Savings                         44,744,695  3.03     42,721,554   3.05     45,420,259   2.95
Time                            97,004,511  5.34     92,126,830   5.44     72,571,958   4.34
                              ------------          -----------           -----------    

      Total                   $232,534,805  3.61%  $224,756,143   3.67%  $214,249,012   3.01%
                              ============         ============           ===========   
</TABLE>

Remaining maturities of certificates of deposit $100,000 or more:

<TABLE>
                                                           December 31,
                                         1996                 1995               1994
<CAPTION>
                                    Amount   Percent     Amount   Percent   Amount    Percent
<S>                              <C>         <C>      <C>          <C>   <C>           <C>
Remaining maturity:
3 months or less                 $ 7,136,310  28%     $ 5,614,025  26%   $ 3,478,232   20%
Over 3 through 6 months            2,830,951  11        1,313,545   6      1,355,154    8
Over 6 months through 12 months    2,047,722   8        1,628,908   8      2,031,593   11
Over 12 months                    13,319,276  53       12,453,765  60     10,815,691   61
                                  ----------  --       ----------  --     ----------   -- 

    Total                       $ 25,334,259 100%     $21,010,243 100%   $17,680,670  100%
                                  ==========           ==========         ==========

</TABLE>

<PAGE>

Item 2.  Properties
         ----------
All of the corporation's banking and support facilities are owned
and free of liens  and encumbrances with the exception of one (1) 
banking office and an  adjacent drive-up  facility, both of which
are leased. 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 the bank. During 1997, existing corporate offices
will expand into  new  space  on  the  third  floor of the former 
Plaza Hotel property which is immediately adjacent to the bank's
corporate  headquarters.  The  first  and  second  floors of the 
building  will  be  finished at  a later  date  as the demand for 
additional space becomes apparent.

Item 3.  Legal Proceedings
         -----------------
Other  than proceedings which occur in the normal  conduct  of
business,  there  are no legal proceedings to  which  either  the
corporation or the subsidiary bank is a party which will have any
material effect  on  the  financial position of the  corporation 
and  its subsidiary.

Item 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------
 Not applicable.

<PAGE>


              EXECUTIVE OFFICERS OF THE REGISTRANT

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.

<TABLE>
<CAPTION>
Name                       Age     Present and Previous Positions
------------------------------------------------------------------
<S>                         <C>    <C>
Louis A. Steiner            66     Chairman of the board and chief
                                   executive officer (1977 to present)


Louis T. Steiner            35     Vice chairman (December 1995 to
                                   present), vice president (January
                                   1994 to November 1995), assistant
                                   vice president (January 1993 to
                                   December 1993), and credit services
                                   manager (November 1989 to 1992)

Gregg E. Hunter             38     Vice chairman and chief financial
                                   officer (December 1995 to present),
                                   vice president and chief financial
                                   officer (January 1994 to November
                                   1995), assistant secretary/treasurer
                                   (January 1993 to November 1995),
                                   assistant vice president and
                                   controller (January 1993 to December
                                   1993), financial services officer 
                                   (July 1991 to December 1992)

Edwin P. Cover              60     President and chief operating
                                   officer (October 1989 to present)


Sandra L. Neiderhiser       57     Secretary/treasurer and vice
                                   president corporate and financial
                                   services (January 1993 to present),
                                   assistant secretary/treasurer and
                                   assistant vice president (October 
                                   1989 to December 1992)

Wendy S. Schmucker          28     Assistant vice president and
                                   managing corporate officer (December
                                   1996 to present), assistant 
                                   secretary/treasurer and corporate
                                   and financial administrative officer 
                                   (December 1995 to November 1996),
                                   corporate administrator (January 1995 
                                   to November 1995) and administrative 
                                   assistant (February 1992 to December 1994)

</TABLE>
<PAGE>

Part II


Item  5.    Market for Registrant's Common Stock and Related Security 
            Holder Matters
            ------------------------------------------------------------  
           Information   appearing  in  the  annual   report   to
      shareholders  for the fiscal year ended December  31,  1996
      on  page 20 is incorporated herein by reference in response
      to  this  item.   As  of  March  7,  1997  there  were  525
      shareholders of record of the registrant's common stock.


Item 6.     Selected Financial Data
            -----------------------
           Information   appearing  in  the  annual   report   to
      shareholders  for the fiscal year ended December  31,  1996
      on  page 21 is incorporated herein by reference in response
      to this item.


Item  7.    Management's Discussion and Analysis of Financial Condition 
            and Results of Operations
            -----------------------------------------------------------
           Information   appearing  in  the  annual   report   to
      shareholders  for the fiscal year ended December  31,  1996
      on  page 22 is incorporated herein by reference in response
      to this item.


Item  8.   Financial Statements and Supplementary Data
           -------------------------------------------
          The  following  information  appearing  in  the  annual
      report  to shareholders for the fiscal year ended  December
      31,  1996  is incorporated herein by reference in  response
      to this item.

                                                                    Annual
                                                                    Report
                                                                     Page
                                                                    ------ 
Report of Independent Certified Public Accountants...................  19
Financial Statements:
   Consolidated Balance Sheets as of December 31, 1996 and 1995......   6
   Consolidated Statements of Income for the Years Ended
   December 31, 1996, 1995, and 1994.................................   7
   Consolidated Statements of Changes in Shareholders' Equity for
   the Years Ended December 31, 1996, 1995 and 1994..................   8
   Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1996, 1995 and 1994..................................   9
   Notes to Consolidated Financial Statements........................  10
   Quarterly Summary of Financial Data (Unaudited)...................  20


Item 9.   Disagreements on Accounting and Financial Disclosure
          ----------------------------------------------------
          None.

<PAGE>



Part III


Item 10.  Directors and Executive Officers of the Registrant
          --------------------------------------------------

      Information  appearing  in the definitive  proxy  statement
      related to the  annual  meeting  of shareholders to be held 
      April  15, 1997 on page  5  and  6  and from part I of this 
      report  on  10-K  is incorporated  herein  by  reference in 
      response to this item.

      Based  on  a review of the applicable forms, there  was  no
      director,officer  or  beneficial  owner  of  more  than  10
      percent of common stock who failed to file on a timely basis
      reports required by Section 16(a) of the 1934 Act during the
      most  recent  fiscal year or prior years.


Item 11.  Executive Compensation
          ----------------------
      Information  appearing  in the definitive  proxy  statement
      related  to      the annual meeting of shareholders  to  be
      held  April  16,  1997 on   page       11  is  incorporated
      herein by reference in response to this item.


Item  12.  Security  Ownership of Certain Beneficial  Owners  and
           Management
           ------------------------------------------------------
      Information  appearing  in the definitive  proxy  statement
      related  to the annual meeting of shareholders  to  be held
      April 15,  1997  on  page  8  is  incorporated  herein   by 
      reference in response to this item.


Item  13.  Certain Relationships and Related Transactions
           ----------------------------------------------
      Information  appearing  in the definitive  proxy  statement
      related  to  the annual meeting of shareholders to  be held
      April  15,  1997 on   page  14  is  incorporated  herein by
      reference to this item.

<PAGE>

Part IV


Item 14.  Exhibits, Financial Statement Schedules and Reports  on
          Form 8-K
          -------------------------------------------------------   
(a)(1)     Financial statements

           All financial statements of the registrant as set forth
           under Item 8 of this report on Form 10-K.

   (2)     Financial statement schedules are omitted as they  are
           not applicable.

                                                     Page Number or
  (3) Exhibit                                        Incorporated by
      Number        Description                      Reference to
      -------       -----------                      ---------------
       3.1          Articles of Incorporation        Exhibit C to Form S-4
                                                     Registration Statement
                                                     filed April 9, 1990

       3.2          By-laws of Registrant            Exhibit D to Form S-4
                                                     Registration Statement
                                                     filed April 9, 1990

       3.3          Amendment to Articles of         Exhibit A to definitive
                    Incorporation                    Proxy Statement filed
                                                     for the special meeting
                                                     of shareholders held
                                                     September 18, 1990

      13            Annual Report to Shareholders
                    for the Fiscal Year Ended
                    December 31, 1996

      21            Subsidiary of the Registrant

      22            Commercial National Financial Corporation 1997 Annual
                    Proxy Statement to Shareholders

      27            Financial Data Schedule

     (b)   Report on Form 8-K

                     None


<PAGE>

                           SIGNATURES

       Pursuant   to   the requirements  of  Section 13 or 15(d)  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)



                    By   /s/ Louis A. Steiner
                         --------------------------------------- 
                         Louis A. Steiner, Chairman of the Board
 

       March 21, 1997


<PAGE>

                EXHIBIT INDEX TABLE OF CONTENTS


Exhibit
Number                        Description
-------                       ------------
 21                           Subsidiary of  the  Registrant



<PAGE>


Exhibit  21   -   Subsidiary of Commercial National Financial Corporation
                  ------------------------------------------------------- 
                                                         Percent Ownership
                                                           By Registrant
                                                         -----------------
Commercial National Bank of Westmoreland County                100%
900 Ligonier Street
Latrobe, PA  15650
Nationally Chartered Bank


<PAGE>


      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/ Louis A. Steiner                                          MARCH 18, 1997
--------------------
Louis A. Steiner, Chairman of the Board and Director

/s/ Louis T. Steiner                                          MARCH 18, 1997
--------------------
Louis T. Steiner, Vice Chairman of the Board and Director

/s/ Gregg E. Hunter                                           MARCH 18, 1997
-------------------
Gregg E. Hunter, Vice Chairman of the Board and Director

/s/ Edwin P. Cover                                            MARCH 18, 1997
------------------
Edwin P. Cover, President and Director

/s/ Sandra L. Neiderhiser                                     MARCH 18, 1997
-------------------------
Sandra L. Neiderhiser, Secretary/Treasurer

/s/ James A. Charley                                          MARCH 18, 1997
--------------------
James A. Charley, Director

/s/ William M. Charley                                        MARCH 18, 1997
----------------------
William M. Charley, Director

/s/ George A. Conti, Jr.                                      MARCH 18, 1997
------------------------
George A. Conti, Jr., Director

/s/ Richmond H. Ferguson                                      MARCH 18, 1997
------------------------
Richmond H. Ferguson, Director

/s/ Dorothy S. Hunter                                         MARCH 18, 1997
---------------------
Dorothy S. Hunter, Director

/s/ Frank E. Jobe                                             MARCH 18, 1997
------------------
Frank E. Jobe, Director

/s/ Roy M. Landers                                            MARCH 18, 1997
------------------
Roy M. Landers, Director

/s/ John C. McClatchey                                        MARCH 18, 1997
----------------------
John C. McClatchey, Director

/s/ Joseph A. Mosso                                           MARCH 18, 1997
-------------------
Joseph A. Mosso, Director

/s/ William W. Washnock                                       MARCH 18, 1997
-----------------------
William W. Washnock, Director

/s/ C. Edward Wible                                           MARCH 18, 1997
-------------------
C. Edward Wible, Director


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(The following caption appears at the bottom of the page about 
three-quarters of the way down.)




The corporation will provide without charge to any shareholder  a
copy  of  its 1996 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
P.O. BOX 429
LATROBE, PA  15650