COMMERCIAL NATIONAL FINANCIAL CORPORATION
                         Latrobe, Pennsylvania

              NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            April 20, 1999


TO THE SHAREHOLDERS:

     Notice is hereby given that the annual meeting of shareholders
of Commercial National Financial Corporation will be held at its office,
900 Ligonier Street, Latrobe, Pennsylvania, on Tuesday, April 20, 1999
at 2:00 P.M. for the following purposes.

     1.  Election of five (5) directors each for a term of three (3)
         years; and
    
     2.  Ratification of the appointment of Stokes Kelly & Hinds, LLC
         as independent auditors for the corporation; and

     3.  Transaction of such other business as may come properly 
         before the meeting, and any adjournment or postponement
         thereof.

     Only those shareholders of record as of the close of business on
March 19, 1999, shall be entitled to notice of and to vote at the meeting.

     Enclosed are a proxy statement, a form of proxy and an addressed return
envelope. Please mark, date, sign and return the proxy promptly in the 
envelope whether or not you plan to attend the meeting in person. If you
do attend the meeting, you may then withdraw your proxy and vote in person.
Your prompt response will be appreciated.

                                          By Order of the Board of Directors
 
                                          /s/ Wendy S. Schmucker
        
                                          Wendy S. Schmucker
                                          Secretary

March 19, 1999

<PAGE>

The inside of the front cover is left intentionally blank.

<PAGE>

           COMMERCIAL NATIONAL FINANCIAL CORPORATION
                      900 Ligonier Street
                  Latrobe, Pennsylvania 15650

            ________________________________________

                        PROXY STATEMENT
             FOR THE ANNUAL MEETING OF SHAREHOLDERS
                  TO BE HELD ON April 20, 1999


                            GENERAL

     This proxy statement is provided for the solicitation of
proxies by the board of directors of Commercial National
Financial Corporation (the corporation), a Pennsylvania business
corporation and bank holding company, for use at the annual
meeting of shareholders on April 20, 1999 and at any and all
adjournments or postponements thereof.  This proxy statement and
the form of proxy, together with the annual report to
shareholders for 1998, are being mailed on March 22, 1999, or as
soon thereafter as possible, to all shareholders entitled to vote
at the annual meeting.

     The only class of stock of the corporation presently issued
and outstanding is common stock.  The total number of shares of
common stock entitled to vote at the annual meeting is 3,592,508
and only those shareholders of record at the close of business on
March 22, 1999 are entitled to vote.

     The shares of stock represented by each proxy properly
signed and returned to the corporation prior to the date of the
annual meeting, will be voted in the manner set forth in this
proxy statement and in accordance with the instructions marked on
the proxy enclosed.

     A shareholder who returns a proxy may revoke it at any time
before it is voted, by delivering a written notice of revocation
to Wendy  S. Schmucker,  secretary of  the corporation,  or  by
executing a later dated proxy and giving written notice thereof
to the secretary of the corporation, or by voting in person at the
meeting after giving written notice to the secretary of the
corporation.

     The cost of preparing, printing  and soliciting proxies will
be paid by the corporation.  In addition to the use of the mails,
certain directors, officers and employees of the corporation may
solicit proxies personally by telephone or by telegraph.
Arrangements will be made with brokerage houses and other
custodians, fiduciaries and nominees to forward proxy
solicitation materials to the beneficial owners of stock held of
record by these persons, and, upon request therefore, the
corporation will reimburse them for reasonable forwarding
expenses.

<PAGE>

     At the meeting, the shareholders will (i) act upon the
proposal to elect as directors the five (5) persons set forth in
this proxy statement each in a class of directors as set forth
below; (ii) ratify the appointment of Stokes Kelly & Hinds, LLC as
independent auditors for the corporation; and (iii) act upon any
other business as may be properly brought before the meeting.
The board of directors of the corporation recommends the
election, as directors, of the five (5) nominees listed in this
proxy statement.  The five (5) nominees receiving the highest number
of votes cast, including votes cast cumulatively, shall be elected
directors.  For all other purposes, other than election of
directors, each share of stock is entitled to one vote.

     Under the by-laws of the corporation, the presence, in
person or by proxy, of shareholders entitled to cast at least a
majority of the votes, which all shareholders are entitled to
cast, shall constitute a quorum.



                     ELECTION OF DIRECTORS

     The by-laws of the corporation provide that the board of
directors shall consist of not less than three (3) directors, and
shall be classified into three (3) classes, each class to be
elected for a term of three (3) years.  The board of directors,
within the limits set in the by-laws, may from time to time fix
the number of directors and the respective classifications.  The
number of directors to constitute the entire board has been fixed
by the board of directors at fifteen (15) with five (5) directors
in each of three (3) classes.  At the annual meeting, there shall
be elected five (5) directors as a class to serve until the
annual meeting of shareholders in the year 2002.  The proxies
intend to vote for the election of the nominees listed on the
proxy and in this proxy statement.  All of the nominees are now
and have been directors of the corporation and of Commercial 
National Bank of Westmoreland County (the bank).  

     Other nominations for director may be made in accordance
with procedures set forth in section 9.1 of the by-laws of the
corporation which require written notice to the secretary of the
corporation of any such nomination at least sixty (60) days prior
to the date of any meeting of the shareholders for the election
of directors.  Such notice shall contain the following information
to the extent known by the notifying shareholder:
   (a)  the name, address, and age of each proposed nominee; 
   (b)  the principal occupation of each proposed nominee; 
   (c)  the number of shares of the corporation owned by each 
        proposed nominee;
   (d)  the total number of shares of the corporation that
        will be voted for each proposed nominee; 
   (e)  the name and address of the notifying shareholder; and 
   (f)  the number of shares of common stock of the corporation 
        owned by the notifying shareholder.  
Nominations not made within the foregoing procedures may be disregarded 
by the chairman at the annual shareholders' meeting.

     Each nominee has consented to be named and to serve as a
director, if elected.  If any nominee becomes unable to serve as
a director, the proxies named in the proxy will vote for a
substitute nominee selected and recommended by the board of
directors of the corporation.

<PAGE>

     The names and ages of the nominees, and the year each
nominee began continuous service as a director of the
corporation, together with the principal occupation of each at
present and for at least the previous five (5) years, are as
follows:


<PAGE>
<TABLE>
<CAPTION>
                             AGE; PRINCIPAL OCCUPATION
                                      FOR THE                 TERM   DIRECTOR
        NAME                      PAST FIVE YEARS            EXPIRES   SINCE
       ------                    -----------------           -------  ------
<S>                      <C>                                  <C>      <C>
Richmond H. Ferguson     61, attorney-at-law                  2002     1990

Dorothy S. Hunter(1)     74, vice president                   2002     1990
                         Latrobe Foundry Machine
                         & Supply Company 

John C. McClatchey       61, chief executive officer          2002     1990
                         JCM Industries
                         manufacturer of hardwood lumber
                         pallets

Joseph A. Mosso          67, retired, former president        2002     1990
                         Mosso's Pharmacy, Inc.

Louis T. Steiner(2)      37, vice chairman, president and     2002     1995
                         chief executive officer of the 
                         corporation and bank (1998-present);
                         vice chairman and chief executive
                         officer of the corporation and bank
                         (1997-1998); vice chairman of the
                         corporation and bank (1995-1997);
                         vice president of the bank (1994-1995)


</TABLE>

          No nominee is a director of any company, other than the
          corporation, which is required to file reports with the
          Securities and Exchange Commission.

<PAGE>

                      CONTINUING DIRECTORS

     The remaining ten (10) directors, named below, will continue
to serve in their respective classes.  The following table, based
in part on information received from the respective directors and
in part on the records of the corporation, sets forth information
regarding each continuing director as of February 20, 1999.

<TABLE>
<CAPTION>
                             AGE; PRINCIPAL OCCUPATION
                                      FOR THE                TERM    DIRECTOR
        NAME                      PAST FIVE YEARS           EXPIRES   SINCE
       ------                     ---------------            -------   -----
<S>                          <C>                               <C>      <C> 
Gregg E. Hunter(3)           40, vice chairman and chief       2000     1995 
                             financial officer of the 
                             corporation and bank (1995-
                             present), vice president/
                             chief financial officer of 
                             bank (1994 - 1995);
                             assistant secretary/treasurer
                             of the corporation (1993-1995) 

Joedda M. Sampson            46, president and principal      2000      1999   
                             owner Allegheny City 
                             Restorations, Inc., a development
                             corporation engaged in restoring
                             and developing historic properties
                             and operating business entities
                             which occupy portions of the
                             historic sites developed

Debra L. Spatola             42, vice president,               2000     1997
                             Laurel Valley Foods, Inc.

Louis A. Steiner(4)          68, chairman of the board         2000     1990
                             of the corporation and 
                             bank (1997-present),
                             chairman of the board and
                             chief executive officer
                             of the corporation and 
                             bank (1990 - 1997)

George V. Welty              52, attorney, partner             2000     1997
                             Flickinger and Welty
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                             AGE; PRINCIPAL OCCUPATION
                                      FOR THE                TERM    DIRECTOR
        NAME                      PAST FIVE YEARS           EXPIRES   SINCE
        ----                 -------------------------      -------  --------
<S>                          <C>                            <C>      <C>
John T. Babilya              39, president, chief           2001     1999
                             executive officer and 
                             co-owner, Arc Weld, Inc.
                             a precision custom-manufacturing
                             firm servicing the steel, 
                             drilling, coal, glass, electrical
                             and geo-environmental industries

George A. Conti, Jr.         59, attorney at law            2001    1996

Frank E. Jobe                77, retired former executive   2001    1990
                             vice president of the bank

Roy M. Landers               70, retired former executive   2001    1990
                             vice president, R & L
                             Development Company, land
                             development

C. Edward Wible              53, certified public           2001    1995
                             accountant, Horner Wible
                             & Associates, Certified Public
                             Accountants

<FN> 
(1)  Dorothy S. Hunter, director and nominee, is the sister of 
     Louis A. Steiner, director; mother of Gregg E. Hunter,
     director; and aunt of Louis T. Steiner, director and nominee.

(2)  Louis T. Steiner, director and nominee, is the son of 
     Louis A. Steiner, director; nephew of Dorothy S. Hunter, 
     director and nominee; and cousin of Gregg E. Hunter, director.

(3)  Gregg E. Hunter, director, is the son of Dorothy S. Hunter,
     director and nominee; nephew of Louis A. Steiner, director; 
     and cousin of Louis T. Steiner, director and nominee.

(4)  Louis A. Steiner, director, is the brother of Dorothy S.
     Hunter, director and nominee; father of Louis T. Steiner,
     director and nominee; and uncle of Gregg E. Hunter, director.


<PAGE>

              BENEFICIAL OWNERSHIP OF COMMON STOCK

     The following table sets forth, as of February 20, 1999, the
name and address of each person who owns of record, or who is
known by the board of directors, to be the beneficial owner of
more than five percent (5%) of the outstanding common stock, the
number of shares beneficially owned by such person, and the
percentage of the outstanding common stock so owned.


</TABLE>
<TABLE>
<CAPTION>
                                                     Percent of
                                                     Outstanding
                             Amount and Nature       Common Stock
Name and Address of           of Beneficial          Beneficially
 Beneficial Owner                Ownership               Owned
-------------------          -----------------       ------------
<S>                              <C>                   <C>
Louis A. Steiner                 596,490 (1)           16.57%
R. D. 2, Box 197
Ligonier, PA 15658

Dorothy S. Hunter                183,000 (2)            5.08%
P. O. Box 28
Latrobe, PA 15650

Gregg E. Hunter                  210,180 (3)            5.84%
P. O. Box 3
Latrobe, PA 15650

George A. Conti, Jr.             228,264 (4)            6.34%
101 North Main Street
Greensburg, PA 15601

</TABLE>
[FN]
(1)  Includes 223,830 shares held directly by Mr. Steiner; 900
shares held by his spouse, Barbara J. Steiner; 240,000 shares
held by Latrobe Foundry Machine & Supply Company and 131,760
shares held by Ridge Properties, Inc.  Louis A. Steiner is the
president of each company.

(2)  Includes 3,000 shares held directly by Mrs. Hunter and
180,000 shares held as co-trustee, The Hunter Stock Trust, with
shared voting and investment power.

(3)  Includes 30,180 shares held directly by Mr. Hunter and
180,000 shares held as co-trustee, The Hunter Stock Trust, with
shared voting and investment power.

(4)  Includes 3,000 shares held in street name by Mr. Conti; 264
shares held as co-trustee of the Conti Trust, with shared voting
and investment power; 79,260 shares held as trustee of the
Corazzi Trust and 145,740 shares held as trustee of the Iorio
Trust, each with sole voting and investment power.


<PAGE>

    BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES

     The following table sets forth as of February 20, 1999, the
amount and percentage of the common stock beneficially owned by
each director, nominee, named executive officer, and all
executive officers and directors of the corporation as a group.

<TABLE>
<CAPTION>
         Name of               Amount and Nature
      Individual or              of Beneficial       Percent
    Identity of Group          Ownership (1) (2)    of Class
   -----------------           -----------------   ---------
<S>                                <C>                <C>
John T. Babilya                      2,000              .06%
George A. Conti, Jr.               228,264(3)          6.34%
Richmond H. Ferguson                 5,820              .16%
Dorothy S. Hunter                  183,000(4)          5.08%
Gregg E. Hunter                    210,180(5)          5.84%
Frank E. Jobe                       30,300              .84%
Roy M. Landers                      37,200             1.03%
John C. McClatchey                   3,000              .08%
Joseph A. Mosso                     24,240              .67%
Joedda M. Sampson                    1,000              .03
Debra L. Spatola                     1,200              .03%
Louis A. Steiner                   596,490(6)         16.57%
Louis T. Steiner                    21,432              .60%
George V. Welty                      2,580              .07%
C. Edward Wible                      2,000              .06%
All executive officers and
  directors as a group
(15 directors, 4 officers,
  16 persons in total)           1,168,766            32.47%

</TABLE>
[FN]
(1)  The securities "beneficially owned" by an individual are
     determined in accordance with the definitions of "beneficial
     ownership" set forth in the general rules and regulations of
     the Securities and Exchange Commission and may include
     securities owned by or for the individual's spouse and minor
     children and any other relative who has the same home, as
     well as securities to which the individual has or shares
     voting or investment power or has the right to acquire
     beneficial ownership within sixty (60) days after
     February 20, 1999.  Beneficial ownership may be disclaimed
     as to certain of the securities.

(2)  Information furnished by the directors and the corporation.

(3)  Includes 3,000 shares held in street name by Mr. Conti; 264
     shares held as co-trustee of the Conti Trust, with shared
     voting and investment power; 79,260 shares held as trustee
     of the Corazzi Trust and 145,740 shares held as trustee of
     the Iorio Trust, each with sole voting and investment power.

(4)  Includes 3,000 shares held directly by Mrs. Hunter and
     180,000 shares held as co-trustee, The Hunter Stock Trust,
     with shared voting and investment power.

(5)  Includes 30,180 shares held directly by Mr. Hunter and
     180,000 shares held as co-trustee, The Hunter Stock Trust,
     with shared voting and investment power.

(6)  Includes 223,830 shares held directly by Mr. Steiner; 900
     shares held by his spouse, Barbara J. Steiner; 240,000
     shares held by Latrobe Foundry Machine & Supply Company and
     131,760 shares held by Ridge Properties, Inc.  Louis A.
     Steiner is the president of each company.

<PAGE>

                CUMULATIVE VOTING FOR DIRECTORS

     The Articles of Incorporation of the corporation provide
that cumulative voting rights shall exist with respect to the
election of directors.  Each shareholder entitled to vote shall
have the right to vote the number of shares owned, for as many
persons as there are directors to be elected in each class, or to
cumulate such shares and give one nominee the whole number of
such votes, or distribute the votes among any two or more
nominees in each class.  For all other purposes, each share is
entitled to one vote.  Management of the corporation reserves the
right to instruct the proxy holders to vote cumulatively.

               DIRECTORS' MEETINGS AND COMMITTEES

     It is the policy of the corporation that the directors of
the corporation also serve as the directors of the bank.  During
1998 the board of the corporation met six (6) times and the board
of the bank met twelve (12) times.

     The board of the corporation has an audit committee which
consists of the same persons who serve on the audit committee of
the bank.  The audit committee of the corporation met during 1998
at the same times and performed the same functions as the audit
committee of the bank described in the following text.  The corporation 
does not have a nominating committee.  The function of a nominating
committee is performed by the full board.

     The corporation has an executive compensation committee
whose functions are described in the following text in the executive
compensation report.  In 1998 the committee met three (3) times.


              COMMITTEES OF THE BOARD OF THE BANK

     The by-laws of the bank provide for an audit committee,
executive committee, asset quality committee and trust and
trust and investment committee.  The bank does not have a 
nominating committee.  That function is performed by the full board.  
The bank does not have a compensation committee. That function is 
performed by the executive compensation committee of the corporation.

     The audit committee currently consists of George A. Conti, Jr.,
Debra L. Spatola and C. Edward Wible, all directors, appointed
by the board.  The committee meets quarterly, or more often as 
needed, with the internal auditor and staff to review bank compliance 
with regulations and internal policies and procedures and provides
direct liason with the audit department and board of directors. The
trust audit committee reviews all controls and procedures of the 
trust division and the committees of the trust division. The committee
meets with the bank's independent auditors as it deems necessary not 
less often than annually. During 1998 the committee held four (4)
meetings.

<PAGE>

     The executive committee consists of the chairman, Louis A.
Steiner; the vice chairman, president and chief executive officer,
Louis T. Steiner; and the vice chairman and chief financial
officer, Gregg E. Hunter; together with directors Dorothy S. Hunter, 
Roy M. Landers, John C. McClatchey and Joseph A. Mosso. The committee 
meets monthly to review long- and short-term operating plans for the 
bank and related matters and prepare recommendations for appropriate 
board consideration and action.  During 1998 the committee held 
twelve (12) meetings.

     The asset quality committee consists of the chairman,
Louis A. Steiner; the vice chairman, president and chief executive
officer, Louis T. Steiner; the vice chairman and chief financial 
offier, Gregg E. Hunter; together with directors John T. Babilya
Richmond H. Ferguson, Frank E. Jobe and Joedda M. Sampson.  The
committee meets quarterly to monitor loan and securities
investments to assure conformance with internal policy and all
applicable governmental regulations.  During 1998 the committee
held four (4) meetings.

     The trust committee and trust investment committee, each
consists of not less than five (5) members appointed by the
chairman of the board.  The members of each committee are
chairman, Louis A. Steiner; vice chairman, president and chief
executive officer Louis T. Steiner; directors Frank E. Jobe and
George V. Welty; together with Barry A. Morris and Edward J.
Smith advisory board members.  Each committee meets monthly,
concurrently, to monitor and review all activities and functions
of the trust division.  During 1998 the committees held twelve
(12) meetings.

                ATTENDANCE AT MEETINGS

During 1998 all directors at least 75% of the combined total 
of meetings of the board of directors and each committee of 
which they were a member.



                   COMPENSATION OF DIRECTORS

     Directors of the corporation and the bank are paid a fee of 
$500 for attendance at meetings of the board of directors of the 
corporation and the bank, and in addition, directors who are not 
also officers of the bank are paid $190 for attendance at monthly 
meetings and $270 for attendance at quarterly meetings of the 
committees of the bank.


<PAGE>

                 EXECUTIVE COMPENSATION REPORT

To Our Shareholders:

     Compensation for the executives of the corporation and its
wholly-owned subsidiary, the bank, is set and paid at the bank
level.  The executive compensation committee had the
responsibility and authority to establish executive compensation
for 1998.

     The executive compensation committee is composed of three
independent non-employee directors, none of whom are former
officers of the corporation or the bank.  The committee is
responsible for setting executive officer salaries and
authorizing executive participation in the employee incentive
programs.  The following report describes the actions of the
committee regarding the compensation paid to the executive
officers by the bank during 1998.  No compensation was paid by
the corporation to its executive officers.

     The bank's executive salary structure is based upon
independent banking industry surveys which focus on banks similar
in size, scope and geographic region to the bank.  In addition,
the relative value of each management position to every other
management position is determined by the human resources
department.  Using this data, a base salary, midpoint and range
is established for each position.  The midpoint serves as a base
salary target for executives performing their jobs competently.
In general, the bank's base salary midpoints are above the median
of relevant competitive institutions.  Salary increases are based
on individual performance and actual salary level relative to the
midpoint of the incumbent's salary range.

     Salary decisions are based on performance criteria which
include the corporation's earnings over the previous five-year
period and the executive's success in managing risk, optimizing
income, controlling operating costs, improving service quality,
developing management leadership and strengthening the
institution's competitive position.  The committee also considers
the extent to which such goals as after-tax income as a
percentage of average total assets, annual total asset growth,
and the capital ratios were met.

     The annual performance pay and incentive bonus are dependent
on the bank's performance relative to pre-set financial targets
based on after-tax return on average assets for the year.

     Executives also participate in the corporation's employee
profit sharing plan described elsewhere in the proxy statement.

     On December 9, 1997, the committee set the 1998
compensation for Louis A. Steiner, chairman and for Louis T.
Steiner, vice chairman, president and chief executive officer,
as shown in this proxy statement. 

     The compensation reported consists of base salaries and other
compensation paid in 1998 and annual bonuses and profit sharing
earned in 1998 as determined by the bank's 1998 performance.

                                EXECUTIVE COMPENSATION COMMITTEE

                                                  Roy M. Landers
                                              John C. McClatchey 
                                                 Joseph A. Mosso

[FN]
At the time of the meeting, December 9, 1997, the committee consisted
of William M. Charley, Roy M. Landers and Joseph A. Mosso. Mr. Charley
retired August 1, 1998.

<PAGE>

                EXECUTIVE OFFICERS' COMPENSATION

     The corporation has not paid compensation of any kind to any
officer of the corporation.  All compensation was paid by the
bank, a subsidiary of the corporation.

     The following table sets forth certain information regarding
compensation received by the chief executive officer during 1998 
and the remaining executive officers of the corporation whose total 
annual salary and bonus exceeded $100,000 for the period indicated.
<TABLE>
                   SUMMARY COMPENSATION TABLE

                      Annual Compensation
<CAPTION>
    Name And                       Annual               Profit
Principal Position       Year      Salary     Bonus     Sharing
------------------      -----      ------     -----     -------
<S>                      <C>      <C>         <C>       <C>
LOUIS A. STEINER

chairman of the board    1998     109,412     6,403     17,306
of directors of the
corporation and the      1997     118,524     5,962     18,642
bank
                         1996     109,148     5,754     17,234

LOUIS T. STEINER

vice chairman,           1998     114,095     6,496     17,775
president and chief 
executive officer of     1997      73,555     4,403     11,634
the corporation and
the bank                 1996      56,690     4,008      9,060

GREGG E. HUNTER

vice chaiman and chief   1998      96,779     5,915     15,169
financial officer
of the corporation       1997      74,850     4,347     11,835
and the bank
                         1996      60,728     4,049      9,673
</TABLE>


<PAGE>

                       PERFORMANCE GRAPH

(Graphic material has been omitted from this section. The information
is being presented in tabular form.)

     The following graph compares the corporation's cumulative total 
shareholder returns with the performance of the Nasdaq Stock Market
Index (U.S. Companies) and with the Nasdaq Bank Stocks Index.


<TABLE>
                      COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<CAPTION>
DATE            CNAF             NASDAQ U.S. CO.     NASDAQ BANKS
<S>            <C>                   <C>                <C>   
1993           100.00                100.00             100.00
1994           137.78                 97.75              99.63
1995           159.87                138.25             148.38
1996           290.69                170.01             195.91
1997           300.37                208.57             328.01
1998           336.08                293.19             324.90

</TABLE>
[FN]
     Assumes that the value of the investment in CNFC Common Stock and
each index was $100 on December 31, 1993 and that all dividends were 
reinvested.

<PAGE>

                    PROFIT SHARING PLAN

     The Employee Profit Sharing Retirement Plan (the plan) of
the bank was created in 1977 and restated in 1984.  The plan
covers all employees who are employed for at least 1,000 hours
per year beginning on the first day of the month after completing
one year of service with the bank.  The amount to be contributed
is determined by the board of directors of the bank and is a
percentage of the net profits of the bank.  The total amount of
the annual contribution cannot exceed fifteen percent (15%) of
the total eligible compensation paid by the bank to all
participating employees.  There are no contributions made by the
participating employees.

     The plan provides for the determination of an account for
each participating employee with notice of the amount in that
account to be given to the participating employee annually.
Distributions under the plan can be made to participating
employees upon retirement (either normal or early retirement as
defined in the plan), at death or disability of the participating
employee or upon severing employment if either partially or fully
vested.  The plan provides for percentage vesting of twenty 
percent (20%) for the first full three years of service increasing
annually thereafter to one hundred percent (100%) vesting after
seven (7) full years of participation.  The plan provides rules
in the event it becomes top-heavy.  The funds contributed into
the plan by the bank will be administered and invested by and
under the discretion of the trustees (not less than three) who
are appointed by the directors of the bank.

     It is not possible to determine the extent of the benefits
which any participant may be entitled to receive under the plan
on the date of termination of employment, since the amount of
such benefits will be dependent, among other things, upon the
future earnings of the bank, the future compensation of the
participants and the future earnings under the plan.

 TRANSACTIONS WITH DIRECTORS, NOMINEES, OFFICERS AND ASSOCIATES

     In the ordinary course of its banking business, the bank has
and anticipates that it will continue to have transactions with
certain directors and officers of the corporation and the bank
and their associates.  To the extent such transactions consisted
of extensions of credit of any material amount, they have been
made in the ordinary course of the bank's business on
substantially the same terms including interest charged and
collateral required as those prevailing at the time for
comparable transactions with other customers of the bank and do
not involve more than the normal risk of collectibility or
present other unfavorable features.

                           AUDITORS

     Stokes Kelly & Hinds, LLC was elected as the independent 
auditors for the corporation for fiscal year ending December 31,
1998, and was last elected by the shareholders of the corporation
at the annual meeting held on April 21, 1998. Stokes Kelly & 
Hinds, LLC and its predecessor have certified the corporation's 
financial statements for the fiscal year ended December 31, 1990,
and all fiscal years subsequent thereto.

<PAGE>

     The board of directors of the corporation at a meeting held
November 17, 1998 selected Stokes Kelly & Hinds, LLC as the 
independent auditors for the corporation for 1999.  A resolution 
will be presented at the annual meeting for the ratification by 
the shareholders of the appointment of Stokes Kelly & Hinds, LLC 
as the independent auditors for the corporation. The board of 
directors recommends the shareholders vote in favor of the resolution.
The accounting fees are paid by the corporation to independent 
auditors  and represent payment for auditing services only.

     Additionally, the bank intends to engage Stokes Kelly &
Hinds, LLC to perform internal bank audits for the year 1999.
These auditing fees will be paid by the bank.

     The auditors render no other type of service to the corporation
or the bank and no service to any director or principal officer
of the corporation or the bank. There is on agreement to place
any limit on current or future auditors' fees.

     A representative of Stokes Kelly & Hinds, LLC will be 
present at the annual meeting of shareholders with the 
opportunity to make statements and to respond to appropriate
questions from shareholders.



             SHAREHOLDER PROPOSALS - ANNUAL MEETING

     Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the Securities and Exchange
Commission, wishes to submit a proposal for inclusion in the
corporation's proxy material for its annual meeting of
shareholders in the year 200, must deliver such proposal in 
writing to the chairman of the board of Commercial National 
Financial Corporation at the office of the corporation, 900 
Ligonier Street, Latrobe, Pennsylvania 15650, not later than 
November 30, 1999.

                         OTHER MATTERS

     The board of directors and the principal officers of the
corporation do not intend to present to the meeting any business
other than as set forth in the notice of annual meeting and this
proxy statement.  The corporation knows of no other business to
be presented for action at the meeting.  If, however, any other
business should properly come before the meeting, or any
adjournment thereof, the proxy holders intend to vote shares in
accordance with recommendations of the board of directors of the
corporation.

                                     By Order of the Board of Directors

                                     /s/ Wendy S. Schmucker
                             
                                     Wendy S. Schmucker, Secretary

<PAGE>

(The following proxy has been modified for electronic filing
purposes.)

            COMMERCIAL NATIONAL FINANCIAL CORPORATION
      PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned appoints George A. Conti, Jr., Debra L.
Spatola and C. Edward Wible and each of them, as true and 
lawful proxies, with full power of substitution, to vote and 
act for the undersigned at the annual meeting of shareholders
of the COMMERCIAL NATIONAL FINANCIAL CORPORATION to be held at
900 Ligonier Street, Latrobe, Pennsylvania, on April 20, 1999 at
2:00 P.M., and at any adjournment thereof, as fully as the 
undersigned could vote and act if personally present on the
matters set forth on this proxy, and, in their descretion on such
other matters as may properly come before the meeting.

              PLEASE SIGN AND RETURN THE PROXY CARD
              PROMPTLY USING THE ENCLOSED ENVELOPE.

                                            ------------, 1999

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

                                            ------------------
                                            Shareholders date
                                            and sign here
                                            exactly as name is
                                            printed.

<PAGE>



   THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ON ALL
                                                      ---
        MATTERS UNLESS THE UNDERSIGNED SPECIFIES OTHERWISE.

      THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL ITEMS.
                                               ---
                                                    FOR   WITHELD
1.  Elect Richmond H. Ferguson, Dorothy S.         (   )   (   )
    Hunter, John C. McClatchey, Joseph A.
    Mosso and Louis T. Steiner, as directors,
    in a class for a term expiring at the
    annual meeting year 2002, EXCEPT VOTE WITHELD
    FROM FOLLOWING NOMINEES:

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

2.  Ratify the appointment of Stokes        FOR  AGAINST  ABSTAIN
    Kelly & Hinds, LLC as independent      (   )  (   )    (   )
    auditors for the corporation.