<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, 1998

Commission file number 0-18676

           COMMERCIAL NATIONAL FINANCIAL CORPORATION
     (Exact name of registrant as specified in its charter)

    PENNSYLVANIA                              25-1623213
(State or other jurisdiction       (I.R.S.  Employer Identification No.)
 of incorporation or organization)

900  LIGONIER STREET, LATROBE, PA                     15650

(Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code: (724)539-3501

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 13, 1999.       $49,383,743

Number of shares of common stock outstanding at March 13, 1999.       3,592,508

              DOCUMENTS INCORPORATED BY REFERENCE
   Portions of the registrant's Annual Report to shareholders for
the  fiscal  year  ended December 31, 1998  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 20, 1999  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 November of 1997,
conversion of  the former Plaza  Hotel building officially became
our new corporate  office  center. The new center  has eliminated 
over-crowded work offices, organized work groups and provides space
for growth. 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 involve holding the stock
of it subsidiary bank and an insurance partnership to market
insurance products and services.

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. The bank  also has
implemented  a  comprehensive  electronic  home-banking  system.
This product provides  our  customers  with the option  of paying
bills through personal computer, screenphone, touchtone phone and 
even rotary phone. During 1997, the Commercial National Check Card 
was introduced. The card can be used by customers at ATMs and have
funds drawn electronically for purchases from merchants displaying
a Mastercard or MAC symbol.


<PAGE>

In December of 1998, the corporation announced that a new
partnership would be formed with a local independent insurance
agency. The new insurance agency, located in Ligonier, will be
called Commercial National Insurance Services and will provide
a full line of products including commercial and personal property
and casualty insurance, life insurance, long term care, health
insurance and workers compensation. The partnership will be jointly
owned by Gooder & Mary, Inc. and Commercial National Investment 
Corporation, a wholly owned subsidiary of the corporation.

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.
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,  1998  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>
                                            1998          1997           1996
                                            ----          ----           ----
<S>                                   <C>            <C>            <C> 
U. S. Treasury securities and other
 U. S. Government agencies and
 corporations                         $77,481,622    $81,067,566    $73,477,520
Obligations of states and political
 subdivisions                          36,454,587     35,619,236     27,928,975
Other securities                        2,396,600      1,330,300        933,200
                                       ----------     ----------     ----------
 Total                               $116,332,809   $118,017,102   $102,339,695
                                     ============   ============   ============
</TABLE>

Loans
-----
   Final  loan  maturities  excluding  consumer  installment  and
mortgage loans and before unearned discount at December 31, 1998:
(in thousands)

<TABLE>
<CAPTION>
                                         Within   One-Five     After
                                        One Year    Years    Five Years    Total
                                        --------   ------   ----------    -----
<S>                                     <C>       <C>         <C>       <C> 
Commercial and Industrial               $ 9,726   $ 9,677      $ 1,491    $20,894
Real estate-construction                  2,441       314            -      2,755
Other                                     4,287*      599        9,918    $14,805
                                        -------    ------      ------    -------
 Totals                                 $16,454   $10,590      $11,409    $38,454
                                        =======    ======      =======    =======

Loans at fixed interest rates                     $ 4,355      $ 3,394    $ 7,749
Loans  at variable interest rates                   6,235          350      6,585
                                                   ------      -------    -------
                                                  $10,590      $ 3,744    $14,354
                                                   ======      =======    =======
</TABLE>

*  Includes $2.2 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, 1998
   Loans on non-accrual basis       $   95,032
   Loans past due 90 days or more      320,438
   Renegotiated loans                  572,352
                                    ----------
   Total                            $  987,822                                  
                                    ==========
Dec. 31, 1997
   Loans on non-accrual basis       $   23,172
   Loans past due 90 days or more      659,078
   Renegotiated loans                  948,128
                                    ----------
   Total                            $1,630,378
                                    ==========
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
                                    ==========
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,  1998  the
corporation had no other real estate  owned and  no  in-substance
foreclosures. 

Effect of non-accrual loans on interest income during 1998 is  as
follows:

                                             Non-accrual
                                                Loans
                                               -------
Gross amount of interest that would have
   been recorded at original rates            $  3,280
Less: Interest that was reflected in income          -
                                              --------
Net reduction to interest income              $  3,280
                                              ========

<PAGE>

CONSOLIDATED FINANCIAL AND STATISTICAL PROFILE (continued)

Summary of Loan Loss Experience
-------------------------------
The table below provides an analysis of the allowancee for  loan losses
for the five years ended December 31, 1998:

<TABLE>
<CAPTION>
                                                                       December 31,
                                               1998          1997          1996          1995          1994

<S>                                       <C>           <C>           <C>           <C>           <C> 
Loans outstanding at beginning of year,
net of unearned income                    $183,481,157  $159,935,523  $144,288,002  $139,066,657  $125,575,221
                                          ============  ============  ============  ============  ============
Average loans outstanding                 $186,418,665  $169,849,234  $151,056,637  $142,697,066  $130,041,170
Allowance for loan losses:                ============  ============  ============  ============  ============
Balance, beginning of year                $  1,882,251  $  2,035,818  $  2,081,700  $  2,077,553  $  1,968,014
                                          ------------  ------------  ------------  ------------  ------------
Loans charged off:
Commercial, industrial & other                  24,306         4,859            -             -             - 
Installment and charge card                    377,353       437,003       170,719        97,089        46,873
Real estate                                     11,208         6,446         3,233             -        40,009
                                               -------       -------       -------       -------       ------- 
   Total loans charged off                     412,867       448,308       173,952        97,089        86,882
                                               -------       -------       -------       -------       -------         
Recoveries:
Commercial, industrial & other                     300          -             -             -             -
Installment and charge card                      9,490        22,669        23,070        10,884         7,637
Real estate                                       -            2,072          -              352         8,784
                                               -------       -------        ------       -------       -------
   Total recoveries                              9,790        24,741        23,070        11,236        16,421
                                               -------       -------       -------       -------       -------
  Net loans charged off                        403,077       423,567       150,882        85,853        70,461
Provision charged to expense                   435,000       270,000       105,000        90,000       180,000
                                               -------       -------     ---------       -------       ------- 
Balance, end of year                      $  1,914,174   $ 1,882,251   $ 2,035,818   $ 2,081,700   $ 2,077,553
                                          ============   ===========   ===========   ===========   =========== 
Ratios:
Net charge-offs as a percentage
of average loans outstanding                       .22%          .25%          .10%          .06%          .05%

Allowance for  loan losses
as a percentage of average loans
outstanding                                       1.03          1.11          1.35          1.46          1.60

</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, 1998 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 1998, 1997 and 1996:

<TABLE>
                                                         December 31,
                                       1998                  1997                  1996
<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   $ 37,565,870   -  %  $ 34,124,049    -  %  $ 32,920,490    -  %
Interest bearing demand         20,709,992  1.69     20,204,634   1.91     18,110,581   1.95
Money market                    41,921,741  3.89     42,542,349   4.07     39,754,528   3.79
Savings                         45,672,055  2.93     44,871,628   3.09     44,744,695   3.03
Time                           112,647,588  5.40    108,744,105   5.41     97,004,511   5.34
                              ------------          -----------           -----------    

      Total                   $258,517,246  3.64%  $250,486,765   3.75%  $232,534,805   3.61%
                              ============         ============           ===========   
</TABLE>

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

<TABLE>
                                                           December 31,
                                         1998                 1997               1996
<CAPTION>
                                    Amount   Percent     Amount   Percent   Amount    Percent
<S>                              <C>         <C>      <C>          <C>   <C>           <C>
Remaining maturity:
3 months or less                 $16,943,373  57%     $12,602,770  40%   $ 7,136,310   28%
Over 3 through 6 months            2,965,786  10        4,452,058  14      2,830,951   11
Over 6 months through 12 months    6,109,446  20        2,628,559   8      2,047,722    8
Over 12 months                     3,997,620  13       11,796,885  38     13,319,276   53
                                  ----------  --       ----------  --     ----------   -- 

    Total                        $30,016,225 100%     $31,480,272 100%   $25,334,259  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
         expanded onto the third floor  of the former Plaza Hotel property
         which  was  immediately  adjacent  to and  is now part the bank's
         corporate  headquarters. In 1998 the second floor  was  renovated 
         to house our credit services department. The first floor  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 subsidiaries is a party which will have any
         material effect  on  the  financial position of the  corporation 
         and  its subsidiaries.

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            68     Chairman of the board
                                   (1977 to present),
                                   chief executive officer
                                   (1977 to 1997)

Louis T. Steiner            37     President (April 1998 to present),
                                   vice chairman and chief executive
                                   officer (November 1997 to present)
                                   vice chairman (December 1995 to
                                   present), vice president (January
                                   1994 to November 1995), assistant
                                   vice president (January 1993 to
                                   December 1993)

Gregg E. Hunter             40     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)


Wendy S. Schmucker          30     Secretary/treasurer and vice president,
                                   manager corporate administration
                                   November 1997 to present), assistant
                                   vice president and managing corporate
                                   officer (December 1996 to October 1996), 
                                   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)


Ryan M. Glista              31     Vice president and comptroller
                                   (November 1997 to present),
                                   assistant vice president and 
                                   controller (December 1995 to
                                   (November 1997), corporate
                                   accountant (June 1994 to 
                                   December 1995)

Susan F. Robb               24     Assistant secretary (April 1998
                                   to present), corporate administrator
                                   (September 1997 to present), customer
                                   service representative (September 1996
                                   to September 1997)
</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,  1998
            on  page 20 is incorporated herein by reference in response
            to  this  item.   As  of  March 13,  1999  there  were  535
            shareholders of record of the  registrant's  common  stock. 
            The number of beneficial shareholders is approximately 775.


Item 6.     Selected Financial Data
            -----------------------
            Information   appearing  in  the  annual   report   to
            shareholders  for the fiscal year ended December  31,  1998
            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,  1998
            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,  1998  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, 1998 and 1997......   6
   Consolidated Statements of Income for the Years Ended
   December 31, 1998, 1997, and 1996.................................   7
   Consolidated Statements of Changes in Shareholders' Equity for
   the Years Ended December 31, 1998, 1997 and 1996..................   8
   Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1998, 1997 and 1996..................................   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 20, 1999 on pages 4  thru  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  20,  1999 on   page  12  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 20,  1999  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  20,  1999 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

       3.4          Amendment to Articles of         Exhibit A to definitive
                    Incorporation                    Proxy Statement filed 
                                                     for the meeting of
                                                     shareholders held on
                                                     April 15, 1997


      13            Annual Report to Shareholders
                    for the Fiscal Year Ended
                    December 31, 1998

      21            Subsidiaries of the Registrant

      22            Commercial National Financial Corporation 1999 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 T. Steiner
                         ------------------------------------------ 
                         Louis T. Steiner, Vice Chairman, President
                         and Chief Executive Officer 
 

       March 19, 1999


<PAGE>

                EXHIBIT INDEX TABLE OF CONTENTS


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



<PAGE>


Exhibit  21   -   Subsidiaries 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

Commercial National Investment Corporation                     100%
900 Ligonier Street
Latrobe, PA 15650


<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 16, 1999
--------------------
Louis A. Steiner, Chairman of the Board and Director

/s/ Louis T. Steiner                                          MARCH 16, 1999
--------------------
Louis T. Steiner, Vice Chairman of the Board and Director

/s/ Gregg E. Hunter                                           MARCH 16, 1999
-------------------
Gregg E. Hunter, Vice Chairman of the Board and Director

/s/ Wendy S. Schmucker                                        MARCH 16, 1999
-------------------------
Wendy S. Schmucker, Secretary/Treasurer

/s/ John T. Babilya                                           MARCH 16, 1999
--------------------
John T. Babilya, Director

                                                              
------------------------
George A. Conti, Jr., Director

/s/ Richmond H. Ferguson                                      MARCH 16, 1999
------------------------
Richmond H. Ferguson, Director

/s/ Dorothy S. Hunter                                         MARCH 16, 1999
---------------------
Dorothy S. Hunter, Director

/s/ Frank E. Jobe                                             MARCH 16, 1999
------------------
Frank E. Jobe, Director

                                                              
------------------
Roy M. Landers, Director

/s/ John C. McClatchey                                        MARCH 16, 1999
----------------------
John C. McClatchey, Director

/s/ Joseph A. Mosso                                           MARCH 16, 1999
-------------------
Joseph A. Mosso, Director

                                                              
---------------------------
Joedda M. Sampson, Director                                   

/s/ Debra L. Spatola                                          MARCH 16, 1999
-----------------------
Debra L. Spatola, Director

/s/ George V. Welty                                           MARCH 16, 1999
-------------------
George V. Welty, Director

/s/ C. Edward Wible                                           MARCH 16, 1999
-------------------
C. Edward Wible, Director


<PAGE>

(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 1998 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