| UNITEDSTATES                      |
|-----------------------------------|
| SECURITIESAND EXCHANGE COMMISSION |
| WASHINGTON,DC 20549               |
|                                   |
| **FORM10-K**                      |

(MarkOne)
| **ý** | **ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934** |
|--------------|----------------------------------------------------------------------------------------|

**For the fiscal year ended December 31,2004**
| o | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---|---------------------------------------------------------------------------------------------|

**For the transition period from              to              **

**Commission file number0-18676**

****
| COMMERCIAL NATIONAL FINANCIALCORPORATION                |
|---------------------------------------------------------|
| *(Exactname of registrant as specified in its charter*) |
|                                                           | PENNSYLVANIA                          | 25-1623213 |   |
|----------------------------------------------------------------|---------------------------------------|------------|--------|
| *(Stateor other jurisdiction of incorporation ororganization)* | *(I.R.S.Employer Identification No.)* |
| 900LIGONIER STREET                        | 15650       |
|-------------------------------------------|-------------|
| *(Addressof principal executive offices)* | (*ZipCode)* |

Registrant's telephonenumber, including areacode:                                                   (724) 539-3501

Securities registeredpursuant to Section 12(b) of the Act:         None

Securitiesregistered pursuant to Section 12(g) of the Act:

CommonStock, $2 Par Value

(*Titleof Class*)

Indicate by checkmarkwhether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90days. 

Yes[ X ]   No [   ]

Indicate by checkmark ifdisclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in  Part III of the Form10-K or any amendment to this Form 10-K. [  ]

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule12b-2 of the Exchange Act).

  Yes [   ]No [X ]

The aggregate market valueof registrant’s common stock held by

non-affiliates computed byreference to the price at which the common

stock was last sold, as ofJune 30, 2004, the last business day

of the registrant’smost recently completed second fiscalquarter.                                                                        $63,574,614                                                                                                                                                                                                                                                      

                                                                                                                                                                                       

Number of shares of commonstock outstanding at March 24,2005                                                                          3,430,376

**DOCUMENTS INCORPORATED BYREFERENCE**

****

Portions of theregistrant’s proxy statement relating to its 2005 annualmeeting of shareholders to be held May 17, 2005 are incorporated byreference into Part III of this Form 10-K. In addition, portions ofthe registrant’s Annual Report to Shareholders for the fiscalyear ended December 31, 2004 are incorporated by reference intoPart II of this Form 10-K.

| CommercialNational Financial Corporation |
|------------------------------------------|
|                                          |
| Form10-K                                 |
|                                          |
| INDEX                                    |
|                                          |
| Part I                                   |  | PAGE |
| ITEM 1.  | Business                                                                                     | 4 |
|----------|----------------------------------------------------------------------------------------------|---|
| ITEM 2.  | Properties                                                                                   | 7 |
| ITEM 3.  | LegalProceedings                                                                             | 7 |
| ITEM 4.  | Submission of Matters to aVote of Security Holders                                           | 7 |
|          |                                                                                              |   |
| PART II  |                                                                                              |   |
| ITEM 5.  | Market for Registrant'sCommon Equity and Related Stockholder Matters                         | 7 |
| ITEM 6.  | Selected FinancialData                                                                       | 7 |
| ITEM 7.  | Management's Discussionand Analysis of Financial Condition and Results ofOperation           | 7 |
| ITEM 7A. | Quantitative andQualitative Disclosures About Market Risk                                    | 7 |
| ITEM 8.  | Financial Statements andSupplementary Data                                                   | 7 |
| ITEM 9.  | Changes in andDisagreements with Accountants on Accounting and FinancialDisclosures          | 8 |
| ITEM 9A. | Controls andProcedures                                                                       | 8 |
| ITEM 9B. | OtherInformation                                                                             |   |
|          |                                                                                              |   |
| PART III |                                                                                              |   |
| ITEM 10. | Directors and ExecutiveOfficers of the Registrant                                            | 8 |
| ITEM 11. | ExecutiveCompensation                                                                        | 8 |
| ITEM 12. | Security Ownership ofCertain Beneficial Owners and Management and Related StockholderMatters | 8 |
| ITEM 13. | Certain Relationships andRelated Transactions                                                | 9 |
| ITEM 14. | Principal Accountant Feesand Services                                                        | 9 |
|          |                                                                                              |   |
| PART IV  |                                                                                              |   |
| ITEM 15. | Exhibits and FinancialStatement Schedules                                                    | 9 |
|          |                                                                                              |   |

# **PARTI**

**Item1. ****Business**

**Description ofBusiness**

Commercial NationalFinancial Corporation (the “Corporation”) is aPennsylvania corporation and is registered as a bank holdingcompany under the Bank Holding Company Act of 1956, as amended, andas a financial holding company under the Gramm Leach Bliley Act of1999 (“GLB”).  Through its subsidiary theCorporation is engaged in banking and trust operations.

**The BankSubsidiary**

The Corporation is ownerof 100% of the outstanding shares of common stock of CommercialBank & Trust of PA (the “Bank”) formerly known asCommercial Bank of Pennsylvania. The Bank has been providingbanking services since 1934. At the present time, two (2) bankingoffices are in operation in Latrobe, Pennsylvania, two (2) in UnityTownship, Pennsylvania and one (1) each in Ligonier, West Newton,Greensburg, Norwin and Hempfield Township, Pennsylvania. All ofthese offices are within the boundaries of Westmoreland County,Pennsylvania. In addition, the building that houses theBank’s downtown Latrobe banking office is the location of theCorporation's and the Bank's executive and administrative offices.The institution's operations center is located at the Latrobe Plazain downtown Latrobe. This operations center also houses an in-housedata processing system.

Each of the bankingoffices, except for downtown Latrobe and Greensburg, is equippedwith 24 hour a day automatic teller machines (ATM).  Bank ATMunits are also located on the campuses of Saint Vincent College inUnity Township and the University of Pittsburgh at Greensburg, theterminal of the Westmoreland County Airport in Unity Township, thereception lobby of the Latrobe Area Hospital in Latrobe, and anin-store machine in the Norvelt Open Pantry. A separatefreestanding drive-up teller staffed banking facility is attachedto the Lincoln Road office in downtown Latrobe. This facility alsoprovides ATM service.

The Bank offers the fullrange of banking services normally associated with a generalcommercial banking business. Services include extending credit,providing deposit services, marketing non-deposit investments andoffering financial counseling. The ATM system described above is apart of the Cirrus, Honor, Plus and Star networks, which providesthe Bank's customers access to an extensive regional and nationalnetwork. The Bank also has implemented a comprehensive electronicOnline Banking system. By using a personal computer with internetaccess, customers can access their Commercial Bank accounts,perform common banking tasks and pay bills 24 hours a day, sevendays a week, 365 days a year.

**The FinancialServices Subsidiaries**

In December 2002, theCorporation completed the acquisition of two insurance agencies,Gooder Agency, Inc., (“Gooder Agency”) and Gooder &Mary, Inc., which owned a 50% interest in Commercial NationalInsurance Services, thus giving the Corporation full ownership ofCommercial National Insurance Services, which is now operated aspart of Gooder Agency.  Gooder Agency was acquired as a whollyowned subsidiary of Commercial National Investment Corporation,which has changed its name to Commercial National InsuranceServices, Inc (“CNIS”). 

Gooder Agency, located inLigonier, Pennsylvania, is a full service provider of insuranceproducts for individuals and businesses. Gooder Agency representsfifteen national, regional and mutual insurance companies thatallows it to provide new and existing customers with products andprograms needed at competitive prices.

On October 1, 2003, theCorporation formed a trust company subsidiary and the Banktransferred its trust operations to such subsidiary. Thissubsidiary, Highview Trust Company (“HTC”), enables theCorporation to offer more investment products to itscustomers.  HTC provides a full range of trust services to itscustomers.

In June 2004, theCorporation sold all assets relating to Gooder. In  December2004, the Corporation received regulatory approval to merge HTCwith the Bank. These moves were made to coincide with the Board ofDirectors’ new business strategy that concentrates on growingits core banking business through traditional loans and depositswhile supplementing those services with trust and asset managementrelated services.

###### **Competition**

All aspects of theCorporation’s business are highly competitive. TheCorporation competes with major financial institutions, severalnational and state banks, thrift institutions, credit unions,mortgage brokers, finance companies, insurance companies,investment companies and mutual funds.

Customers are generallyinfluenced by convenience of location, quality of service, price ofservices and availability of products. The Corporation believesthat it effectively competes with other financial service providerswithin its market area.

**Supervision andRegulation**

***Introduction***

The Corporation and theBank are subject to extensive regulation by federal and stateagencies.   The primary focus of these regulations is for theprotection of depositors, federal deposit insurance funds and thebanking system, not for the protection of security holders. Set forth below is a brief description of certain laws which relateto the regulation of the Corporation and its subsidiaries. The description is not meant to be complete and is qualified byreference to applicable laws and regulations.

***RegulatoryAgencies***

HoldingCompany.  TheCorporation, as a bank holding company and as a financial holdingcompany is subject to regulation by the Federal Reserve Board(FRB), the Securities and Exchange Commission, and the FederalDeposit Insurance Corporation (FDIC).  The nature of thesupervision extends to such areas as safety and soundness,truth-in-lending, truth-in-savings, rate restrictions, consumerprotection, permissible loan and securities activities, merger andacquisition limitations, reserve requirements, dividend paymentsand regulations concerning activities by corporate officers anddirectors.  No regulatory restrictions or actions arecurrently pending against the Corporation.
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Subsidiary Bank.  The Bank is subject to regulation and examination primarily by the FDIC and Pennsylvania Department of Banking (the “PDB”) and the FDIC. No regulatory restrictions or actions are currently pending against the Bank.
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***Holding Company Activities***
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GLB permits bank holding companies with subsidiary banks meeting certain capital and management requirements to elect to become "financial holding companies".  Financial holding companies may engage in a full range of financial activities, including not only banking, insurance and securities activities, but also merchant banking and additional activities determined to be "financial in nature". GLB also provides for expansion of the list of permissible activities as necessary for a financial holding company to keep abreast of competitive and technological change. The Corporation was designated a financial holding company in March 2000 by the FRB.
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Although it preserved the FRB as the umbrella supervisor of financial holding companies, GLB adopted an administrative approach to regulation that defers to the approval and supervisory requirements of the functional regulators of insurers and insurance agents, broker-dealers, investment companies, and banks. Thus, the various state and federal regulators of a financial holding company's operating subsidiaries would retain their jurisdiction and authority over the operating entities. As the umbrella supervisor, however, the FRB has the potential to affect the operations and activities of financial holding companies' subsidiaries through its power over the financial holding company. In addition, GLB contains numerous trigger points related to legal noncompliance and other serious problems affecting bank affiliates that could lead to direct FRB involvement and to the possible exercise of remedial authority affecting both financial holding companies and their affiliated operating companies.
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****
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In 2002, the Sarbanes Oxley Act of 2002 (SOX) became law. The goals of this law are to protect investors in publicly traded companies by improving accuracy and reliability of corporate disclosures under the federal securities laws.  Some of the provisions included in SOX govern the services provided by a publicly held entity’s independent auditors and procedures for approving such services, chief executive officer and chief financial officer certifications relating to the public company’s filings under the Securities Exchange Act of 1934 (“Exchange Act”), expedited filings of reports by insiders of their securities transactions and disclosure requirements relating to critical accounting policies and their application.
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**CapitalRequirements**

Bank holding companies arerequired to be in compliance with the FRB’s risk-basedcapital standards. These standards require that (1) at least 50% oftotal capital must be “Tier 1 capital”. This consistsprimarily of common and certain other “core” equitycapital; (2) assets and off-balance sheet items must be weightedaccording to risk; (3) the total capital to risk-weighted assetratio must be at least 8%; and (4) a minimum 4% leverage ratio ofTier 1 capital to average assets must be maintained. The PDBrequires state chartered banks to maintain a 6% leverage capitaland 10% risk based capital, defined substantially the same as thefederal regulations. The Bank is subject to almost identicalcapital requirements adopted by the FDIC.
```

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**Effects ofGovernmental Policies**

In addition to regulatoryrequirements, the Corporation and its subsidiary Bank are affectedby the national economy and the influence on that economy exertedby governmental bodies through monetary and fiscal policies andtheir efforts to implement such policies.  In particular, theimpact of the open market operations on interest rates, theestablishment of reserve requirements and the setting of thediscount rate will continue to affect business volumes andearnings. The exact nature or the full extent of this impact isalmost impossible to predict; however, management continues tomonitor these activities on a regular basis and seeks to modify itspolicies and procedures accordingly.

**Employees**

As of December 31, 2004,the Corporation employed 124 people in full- and part-timepositions. Approximately 58 employees are represented by the UnitedAuto Workers, Local 1799.  In 2004, the Corporation andbargaining unit employees entered into a five-year labor agreementthat will expire in December 2008.

**Executive Officersof the Corporation**

The following table showsthe names and ages of the current executive officers and thepresent and previous positions held by them for at least the pastfive years.
| Name              | Age | Present and PreviousPositions                                               |
|-------------------|-----|-----------------------------------------------------------------------------|
|                   |     |                                                                             |
|                   |     |                                                                             |
| Gregg E. Hunter   | 46  | Vice chairman, presidentand chief executive officer (February 2004 -        |
|                   |     | present), Vice chairmanand chief financial officer                          |
|                   |     | (December 1995 to January2004)                                              |
|                   |     |                                                                             |
| Ryan M. Glista    | 37  | Senior vice president andchief financial officer (February 2004 -           |
|                   |     | present), Vicepresident/comptroller (December 1997                          |
|                   |     | To January 2004),assistant vice president/                                  |
|                   |     | controller (December 1995to November 1997)                                  |
|                   |     |                                                                             |
| Wendy S.Schmucker | 36  | Secretary/treasurer andsenior vice president, division manager              |
|                   |     | corporate administration(February 2004 – present) Secretary/treasurer |
|                   |     | And vice president,manager corporate administration (November               |
|                   |     | 1997 to January2004)                                                        |
|                   |     |                                                                             |
| Susan R.Skoloda   | 30  | Vice president, corporatecontrols and community relations officer           |
|                   |     | (March 2004 to present);assistant vice president (April 2001 to             |
|                   |     | February 2004); assistantsecretary/treasurer (April 1998 to present)        |
|                   |     |                                                                             |
|                   |     |                                                                             |

****

**Item2. ****Properties**

All of theCorporation’s facilities are owned with the exception of theLincoln Road banking office and adjacent drive-up facility and theNorwin Hills banking office. All of the properties are used intheir entirety for banking purposes. In each case, the propertieshave been maintained in good repair, are well suited for theirpresent use and appear to be adequate for the immediate needs ofthe Corporation and its subsidiary. The locations of theCorporation’s real properties can be found in the AnnualReport to Shareholders.

**Item3. ****LegalProceedings**

The Corporation, in thenormal course of business, is subject to various legal proceedings.Management does not expect the outcome of these proceedings to havea material adverse impact on the Corporation’s financialcondition or results of operations.

**Item4. ****Submissionof Matters to a Vote of Security Holders**

No matters were submittedto a vote of the Corporation’s security holders during thelast quarter of its fiscal year ended December 31, 2004.

**PARTII**

**Item 5.          ****Market for Registrant's CommonEquity AND Related Stockholder Matters**

Information appearing inthe Annual Report to Shareholders for the fiscal year endedDecember 31, 2004 (the Annual Report) in the section titled“Common Stock Information” is incorporated herein byreference in response to this item.  As of March 24, 2005there were 484 shareholders of record of the Corporation's commonstock. The number of beneficial shareholders is approximately814. 

We have historically paidquarterly dividends on our common stock and currently intend tocontinue to do so in the foreseeable future. Our ability to paydividends depends on a number of factors, however, includingrestrictions on the ability of the Corporation to pay dividendsunder federal laws and regulations, and as a result there can be noassurance that dividends will be paid in the future

****

**Item 6.          ****Selected FinancialData**

Information appearing inthe Annual Report in the section titled “Selected FinancialData” is incorporated herein by reference.

**Item7.           ****Management's Discussion andAnalysis of Financial Condition and Results ofOperation******

Information appearing inthe Annual Report in the section titled “Management’sDiscussion and Analysis of Financial Condition and Results ofOperation” is incorporated herein by reference.

**Item7A.        ****Quantitative and QualitativeDisclosures About Market Risk**

       

Information appearing inthe Annual Report on in the section titled “InterestSensitivity and Market Risk” is incorporated herein byreference.

**Item8.           ****Financial Statements andSupplementary Data**

The Corporation’sconsolidated financial statements, the notes thereto and the reportof the independent certified public accountants of the AnnualReport and 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 AnnualReport and is incorporated herein by reference.

**Item9.          ****Changes in and Disagreementswith Accountants on Accounting and FinancialDisclosure**

None

**Item9A.        ****Controls andProcedures**

**Evaluation andDisclosure Controls and Procedures**

The Corporation carriedout an evaluation under the supervision and with the participationof the Chief Executive Officer and Chief Financial Officer of theeffectiveness of the design and operation of its disclosurecontrols and procedures (as defined in Rules 13a-15 and 15d-15under the Exchange Act), as of December 31, 2004 (the“Evaluation Date”).  Based on that evaluation, theChief Executive Officer and Chief Financial Officer have concludedthat, as of the Evaluation Date, the Corporation’s disclosurecontrols and procedures are effective to ensure that informationrequired to be disclosed by the Corporation in reports that itfiles or submits under the Exchange Act is recorded, processed,summarized and reported within the applicable timeperiod.

**Changes in InternalControls**

There has not been anysignificant change in the Corporation’s internal control overfinancial reporting that has materially affected, or is reasonablylikely to materially affect the Corporation’s internalcontrol over financial reporting.  There were no significantdeficiencies or material weakness identified in the internalcontrol over financial reporting, and therefore no correctiveactions were taken.

**Item9B.         OTHERINFORMATION**

**PARTIII**

**Item10.        ****Directors and ExecutiveOfficers of the Registrant**

Information concerning (i)directors, appearing under the captions “Election ofDirectors” and “Director’s Meetings andCommittees” in the Corporation’s Proxy Statement,related to the Annual Meeting of Shareholders to be held May 17,2005 (the “Proxy Statement”) (ii) informationconcerning executive officers, appearing under the caption“Executive Officers of the Company” in Part I of thisForm 10-K, and (iii) information contained under the section“Section 16(a) Beneficial Ownership ReportingCompliance”, in the Proxy Statement, are incorporated hereinby reference to this Item 10.

The Corporation hasadopted a Code of Ethics for Senior Financial Officers which isapplicable to the Corporation’s principal executive officerand principal financial and accounting officer. A copy of such Codeof Ethics has been filed as an exhibit to this Form10-K.

**Item11.        ****ExecutiveCompensation**

The information containedin:  (i) the section titled “Executive Officer’sCompensation” in the Proxy Statement, with respect toexecutive compensation, (ii) the section titled “Compensationof Directors” in the Proxy Statement, with respect todirector compensation, (iii) the information contained in thesection titled “Executive Compensation CommitteeReport” in the Proxy Statement, (iv) the informationcontained in the section titled “Compensation CommitteeInterlocks and Insider Participation” in the Proxy Statement,and (v) the information contained in the section titled“Performance Graph,” in the Proxy Statement, withrespect to shareholder returns, are incorporated hereby byreference to this Item 11.  The stock performance graph andthe Compensation Committee Report shall not be deemed to be“filed.”

**Item 12.       ****Security Ownership of CertainBeneficial Owners and Management AND**

**                       RELATED STOCKHOLDER MATTERS**

The information containedin the sections titled “Beneficial Ownership of CommonStock” and “Beneficial Ownership by Officers, Directorsand Nominees” in the Proxy Statement is incorporated hereinby reference to this Item 12.

Thefollowing table provides information as of December 31, 2004with respect to compensation plans under which equity securities ofthe Company are authorized for issuance.

**Equity Compensation PlanInformation**
|                                                                      |  | **(a)**                                                                                       |  | **(b)**                                                                        |  | **(c)**                                                                                                                                       |
|----------------------------------------------------------------------|--|-----------------------------------------------------------------------------------------------|--|--------------------------------------------------------------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------|
| **Plan category**                                                    |  | **Number of securities to be issued uponexercise of outstanding options, warrants andrights** |  | **Weighted-average exercise price ofoutstanding options, warrants and rights** |  | **Number of securities remaining available forfuture issuance under equity compensation plans (excludingsecurities reflected in column (a))** |
| **Equity compensation plans approved bysecurity holders**            |  | ____                                                                                          |  | **____**                                                                       |  | ________                                                                                                                                      |
| **Equity compensation plans not approved bysecurity holders****(1)** |  | **-**                                                                                         |  | **-**                                                                          |  | -                                                                                                                                             |
| **Total**                                                            |  | -                                                                                             |  | -                                                                              |  | -                                                                                                                                             |
|                                                                      |  |                                                                                               |  |                                                                                |  |                                                                                                                                               |

A Directors Call Program was established by the Bank in 2002 asan opportunity for directors to earn shares of common stock of theCorporation. Directors are awarded shares of common stock based onthe number and type of referrals given to the Bank to increase itsbusiness volumes. The program is open to independent directorsonly. There were no shares of common stock awarded under theprogram in 2004.

**Item 13.       ****Certain Relationships and RelatedTransactions**

The information containedin the section titled “Transactions with Directors, Nominees,Officers and Associates” in the Proxy Statement isincorporated herein by reference to this Item 13.

**Item14.         ****Principal AccountANT Fees andServices**

The information containedin the section titled “Auditor and Audit Fees” in theProxy Statement is incorporated by reference to this Item14.

**PARTIV**

****

**Item 15.       ****Exhibits AND Financial StatementSchedules**

(a)   Theconsolidated financial statements and exhibits listed below arefiled as part of this report.  Financial statement schedulesare omitted as they are not applicable.

(1)   TheCorporation’s consolidated financial statements, the notesthereto and the report of the independent public accountants of theAnnual Report and are incorporated herein by reference.
|                                                                                                                           |                                                                                                           | Page Numberor                                                     |
|---------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------|
|                    Exhibit |                                                                                                           | Incorporated by                                                   |
|                    Number  | Description                                                                                               | Reference to                                                      |
|                                                                                                                           |                                                                                                           |                                                                   |
| 3.1                                                                                                                       | Articles ofIncorporation                                                                                  | Exhibit C to FormS-4                                              |
|                                                                                                                           |                                                                                                           | RegistrationStatement                                             |
|                                                                                                                           |                                                                                                           | Filed April 9,1990                                                |
|                                                                                                                           |                                                                                                           |                                                                   |
| 3.2                                                                                                                       | By-laws ofRegistrant                                                                                      | Exhibit D to FormS-4                                              |
|                                                                                                                           |                                                                                                           | RegistrationStatement                                             |
|                                                                                                                           |                                                                                                           | Filed April 9,1990                                                |
|                                                                                                                           |                                                                                                           |                                                                   |
| 3.3                                                                                                                       | Amended Articles ofIncorporation                                                                          | Exhibit 3.6 to Form10-Q                                           |
|                                                                                                                           |                                                                                                           | Filed for the quarterended                                        |
|                                                                                                                           |                                                                                                           | September 30,2004                                                 |
|                                                                                                                           |                                                                                                           |                                                                   |
| 3.4                                                                                                                       | Amended Bylaws ofRegistrant                                                                               | Exhibit 3.8 to Form10-Q                                           |
|                                                                                                                           |                                                                                                           | Filed for the quarterended                                        |
|                                                                                                                           |                                                                                                           | September 30,2004                                                 |
|                                                                                                                           |                                                                                                           |                                                                   |
| 10.1                                                                                                                      | Employment agreementbetween Gregg E. Hunter and Commercial Bank ofPennsylvania                            | Exhibit 10.1 to Form 10-Qfor the Quarter ended September 30, 2003 |
|                                                                                                                           |                                                                                                           |                                                                   |
| 10.2                                                                                                                      | Employment agreementbetween Louis T. Steiner and Commercial Bank ofPennsylvania                           | Exhibit 10.2 to Form 10-Qfor the Quarter ended September 30, 2003 |
|                                                                                                                           |                                                                                                           |                                                                   |
| 10.3                                                                                                                      | Mutual Release andNon-Disparagement Agreement between Commercial Bank of Pennsylvaniaand Louis T. Steiner | Exhibit 10-3 to Form 10-Kfor the period ended December 31, 2004.  |
|                                                                                                                           |                                                                                                           |                                                                   |
| 13                                                                                                                        | Portions of the AnnualReport to Shareholders for the Fiscal year Ended December 31,2004                   | Filed herewith                                                    |
|                                                                                                                           |                                                                                                           |                                                                   |
| 14                                                                                                                        | Code of Ethics for SeniorFinancial Officers                                                               | Filed herewith                                                    |
|                                                                                                                           |                                                                                                           |                                                                   |
| 21                                                                                                                        | Subsidiaries of theRegistrant                                                                             | Filed herewith                                                    |
|                                                                                                                           |                                                                                                           |                                                                   |
| 31.1                                                                                                                      | Rule 13a-14(a)/15d-14(a)Certification of Chief Executive Officer                                          | Filed herewith                                                    |
|                                                                                                                           |                                                                                                           |                                                                   |
| 31.2                                                                                                                      | Rule 13a-14(a)/15d-14(a)Certification of Chief Financial Officer                                          | Filed herewith                                                    |
|                                                                                                                           |                                                                                                           |                                                                   |
| 32.1                                                                                                                      | Section 1350 Certificationof Chief Executive Officer                                                      | Filed herewith                                                    |
|                                                                                                                           |                                                                                                           |                                                                   |
| 32.2                                                                                                                      | Section 1350 Certificationof Chief Financial Officer                                                      | Filed herewith                                                    |
| **SIGNATURES**                                                               |
|------------------------------------------------------------------------------|
|                                                                              |
| Pursuant to therequirements of Section 13 or 15(d) of the SecuritiesExchange |
| Act of 1934, theregistrant has duly caused this report to be signed onits    |
| behalf by the undersigned,thereunto duly authorized.                         |
|                                                                              |
|                                                                              |
|                                                                              |
|                                                                              | **COMMERCIAL NATIONALFINANCIAL CORPORATION** |
|                                                                              | (Registrant) |
|                                                                              |  |
|                                                                              |  |
|                                                                              |  |
|                                                                              | **By:/s/ Gregg E.Hunter** |   |
|                                                                              | **Gregg E. Hunter, ViceChairman, President** |
|                                                                              | **and Chief ExecutiveOfficer** |
|                                                                              |  |
| March 29, 2005                                                               |

Pursuant to therequirements of the Securities Exchange Act of 1934, this reporthas been signed below by the following persons on behalf of theregistrant and in the capacities and on the datesindicated.
| **SIGNATURE ANDCAPACITY**                                                                                     | **DATE** |
|---------------------------------------------------------------------------------------------------------------|----------|
|                                                                                                               |          |
| /s/ George V.Welty                                                                                            |          | March 15, 2005 |
| George V. Welty, Chairmanof the Board and Director                                                            |          |
| /s/ Gregg E.Hunter                                                                                            |          | March 15, 2005 |
| Gregg E. Hunter, ViceChairman of the Board, Director, Chief Executive Officer

(principal executiveofficer)   |          |
| /s/ Ryan M.Glista                                                                                             |          | March 15, 2005 |
| Ryan M. Glista, SeniorVice President and Chief Financial Officer

(principal financial andaccounting officer) |          |
| /s/ Wendy S.Schmucker                                                                                         |          | March 15, 2005 |
| Wendy S. Schmucker,Secretary/Treasurer                                                                        |          |
| /s/ John T.Babilya                                                                                            |          | March 15, 2005 |
| John T. Babilya,Director                                                                                      |          |
| /s/ George A. Conti,Jr.                                                                                       |          | March 15, 2005 |
| George A. Conti Jr.,Director                                                                                  |          |
| /s/ Richmond H.Ferguson                                                                                       |          | March 15, 2005 |
| Richmond H. Ferguson,Director                                                                                 |          |
| /s/ Dorothy S.Hunter                                                                                          |          | March 15, 2005 |
| Dorothy S. Hunter,Director                                                                                    |          |
| /s/ Frank E.Jobe                                                                                              |          | March 15, 2005 |
| Frank E. Jobe,Director                                                                                        |          |
| /s/ Steven H.Landers                                                                                          |          | March 15, 2005 |
| Steven H. Landers,Director                                                                                    |          |
| /s/ John C.McClatchey                                                                                         |          | March 15, 2005 |
| John C. McClatchey,Director                                                                                   |          |
| /s/ Joseph A.Mosso                                                                                            |          | March 15, 2005 |
| Joseph A. Mosso,Director                                                                                      |          |
| /s/ Joedda M.Sampson                                                                                          |          | March 15, 2005 |
| Bruce A. Robinson,Director                                                                                    |          |
|                                                                                                               |          |
| /s/ Debra L.Spatola                                                                                           |          | March 15, 2005 |
| Debra L. Spatola,Director                                                                                     |          |
| /s/ C. EdwardWible                                                                                            |          | March 15, 2005 |
| C. Edward Wible,Director                                                                                      |          |  |

| EXHIBIT TABLE OFCONTENTS |
|--------------------------|
|                          |
|                          |
| Exhibit                  |  |
| Number                   | Description |
|                          |  |
|                          |  |
|                          |  |
| 13                       | Portions of the AnnualReport to Shareholders for the Fiscal Year Ended December 31,2004 |
| 14                       | Code of Ethics for SeniorFinancial Officers |
| 21                       | Subsidiaries of theRegistrant |
| 31.1                     | Rule 13a-14(a)/15d-14(a)Certification of Chief Executive Officer |
| 31.2                     | Rule 13a-14(a)/15d-14(a)Certification of Chief Financial Officer |
| 32.1                     | Section 1350 Certificationof Chief Executive Officer |
|                          |  |
| 32.2                     | Section 1350 Certificationof Chief Financial Officer |

 

Exhibit 21  - Subsidiaries of Commercial National FinancialCorporation
|                                                                                                                                    | State orJurisdiction |
|------------------------------------------------------------------------------------------------------------------------------------|----------------------|
|                     Subsidiary | ofIncorporation      |
|                                                                                                                                    |                      |
| Commercial Bank &Trust of PA                                                                                                   | Pennsylvania         |
|                                                                                                                                    |                      |
| Commercial NationalInsurance Services, Inc.                                                                                        | Pennsylvania         |
|                                                                                                                                    |                      |

The Corporation willprovide without charge to any shareholder a copy of its 2004 annualreport on form 10-K as required to be filed with the Securities andExchange Commission. Requests should be made in writingto:

COMMERCIAL NATIONALFINANCIAL CORPORATION

STOCK TRANSFERDEPARTMENT

P.O. BOX 429

LATROBE, PA 15650