COMMERCIAL NATIONAL FINANCIAL CORPORATION
                         Latrobe, Pennsylvania

              NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            April 21, 1998


TO THE SHAREHOLDERS:

     Notice is hereby given that the annual meeting of shareholders
of Commercial National Financial Corporation will be held at its office,
900 Ligonier Street, Latrobe, Pennsylvania, on Tuesday, April 21, 1998
at 2:00 P.M. for the following purposes.

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

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

     Only those shareholders of record as of the close of business on
March 20, 1998 shall be entitled to notice of and to vote at the meeting.

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

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

March 20, 1998

<PAGE>

The inside of the front cover is left intentionally blank.

<PAGE>

           COMMERCIAL NATIONAL FINANCIAL CORPORATION
                      900 Ligonier Street
                  Latrobe, Pennsylvania 15650

            ________________________________________

                        PROXY STATEMENT
             FOR THE ANNUAL MEETING OF SHAREHOLDERS
                  TO BE HELD ON April 21, 1998


                            GENERAL

     This proxy statement is provided for the solicitation of
proxies by the board of directors of Commercial National
Financial Corporation (the corporation), a Pennsylvania business
corporation and bank holding company, for use at the annual
meeting of shareholders on April 21, 1998 and at any and all
adjournments or postponements thereof.  This proxy statement and
the form of proxy, together with the annual report to
shareholders for 1997, are being mailed on March 23, 1998, or as
soon thereafter as possible, to all shareholders entitled to vote
at the annual meeting.

     The only class of stock of the corporation presently issued
and outstanding is common stock.  The total number of shares of
common stock entitled to vote at the annual meeting is 1,800,000
and only those shareholders of record at the close of business on
March 20, 1998 are entitled to vote.

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

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

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

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

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


<PAGE>

                     ELECTION OF DIRECTORS

     The by-laws of the corporation provide that the board of
directors shall consist of not less than three (3) directors, and
shall be classified into three (3) classes, each class to be
elected for a term of three (3) years.  The board of directors,
within the limits set in the by-laws, may from time to time fix
the number of directors and the respective classifications.  The
number of directors to constitute the entire board has been fixed
by the board of directors at fifteen (15) with five (5) directors
in each of three (3) classes.  At the annual meeting, there shall
be elected five (5) directors as a class to serve until the
annual meeting of shareholders in the year 2001.  The proxies
intend to vote for the election of the nominees listed on the
proxy and in this proxy statement.  All of the nominees are now
and have been directors of the corporation and of Commercial 
National Bank of Westmoreland County (the bank).  

     Other nominations for director may be made in accordance
with procedures set forth in section 9.1 of the by-laws of the
corporation which require written notice to the secretary of the
corporation of any such nomination at least sixty (60) days prior
to the date of any meeting of the shareholders for the election
of directors.  Such notice shall contain the following information
to the extent known by the notifying shareholder:
    a.  the name, address, and age of each proposed nominee; 
    b.  the principal occupation of each proposed nominee; 
    c.  the number of shares of the corporation owned by each 
        proposed nominee;
    d.  the total number of shares of the corporation that
        will be voted for each proposed nominee; 
    e.  the name and address of the notifying shareholder; and 
    f.  the number of shares of common stock of the corporation 
        owned by the notifying shareholder.  

Nominations not made within the foregoing procedures may be disregarded 
by the chairman at the annual shareholders' meeting.

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

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


<PAGE>
<TABLE>
<CAPTION>
                             AGE; PRINCIPAL OCCUPATION
                                      FOR THE                 TERM   DIRECTOR
        NAME                      PAST FIVE YEARS            EXPIRES   SINCE
       ------                    -----------------           -------  ------
<S>                      <C>                                  <C>      <C>
George A. Conti, Jr.     58, attorney-at-law                  2001     1996

Edwin P. Cover           61, president and chief              2001     1990
                         banking officer of the
                         corporation and the bank 

Frank E. Jobe            76, retired, former                  2001     1990
                         executive vice president
                         of the bank

Roy M. Landers           69, retired, former                  2001     1990
                         executive vice president,
                         R & L Development Company,
                         land development

C. Edward Wible          52, CPA, Horner-Wible &              2001     1995
                         Associates, Certified Public 
                         Accountants

</TABLE>

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

<PAGE>

                      CONTINUING DIRECTORS

     The remaining ten (10) directors, named below, will continue
to serve in their respective classes.  The following table, based
in part on information received from the respective directors and
in part on the records of the corporation, sets forth information
regarding each continuing director as of February 14, 1998.

<TABLE>
<CAPTION>
                             AGE; PRINCIPAL OCCUPATION
                                      FOR THE                TERM    DIRECTOR
        NAME                      PAST FIVE YEARS           EXPIRES   SINCE
       ------                     ---------------            -------   -----
<S>                          <C>                               <C>      <C> 
Richmond H. Ferguson         66, attorney at law               1999     1990

Dorothy S. Hunter(1)         73, vice president                1999     1990
                             Latrobe Foundry Machine
                             & Supply Company

John C. McClatchey           60, CEO, JCM Industries,          1999     1990
                             manufacturer of hardwood
                             lumber and pallets

Joseph A. Mosso              66, retired, former               1999     1990
                             president Mosso's Pharmacy,
                             Inc. (1997 - present),
                             president, Mosso's Pharmacy
                             Inc. (1990 - 1997)

Louis T. Steiner(2)          36, vice chairman and chief       1999     1995
                             executive officer of the
                             corporation and bank (1997 -
                             present), vice chairman of the
                             corporation and bank (1995 -
                             1997), vice president of
                             the bank (1994-1995), assistant
                             vice president of the bank
                             (1993-94),

William M. Charley           81, retired, former               2000     1990
                             consultant, Super Valu 
                             Stores

Gregg E. Hunter(3)           39, vice chairman and chief       2000     1995 
                             financial officer of the 
                             corporation and bank (1995 -
                             present), assistant secretary/
                             treasurer of the corporation
                             (1993 - 1995), vice president/
                             chief financial officer of 
                             bank (1994 - 1995), assistant
                             vice president/controller of
                             the bank (1993 - 1994)
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                            AGE; PRINCIPAL OCCUPATION
                                     FOR THE                  TERM    DIRECTOR
       NAME                      PAST FIVE YEARS             EXPIRES   SINCE
       ----                      ---------------             -------   -----
<S>                          <C>                               <C>      <C> 
Debra L. Spatola             41, vice president,               2000     1997
                             Laurel Valley Foods, Inc.

Louis A. Steiner(4)          67, chairman of the board         2000     1990
                             of the corporation and 
                             bank (1997 - present),
                             chairman of the board and
                             chief executive officer
                             of the corporation and 
                             bank (1990 - 1997)

George V. Welty              51, attorney, partner             2000     1997
                             Flickinger and Welty
</TABLE>
[FN]
(1)  Dorothy S. Hunter, director, is the sister of Louis A.
     Steiner, director; mother of Gregg E. Hunter,
     director; and aunt of Louis T. Steiner, director.

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

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

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


<PAGE>

              BENEFICIAL OWNERSHIP OF COMMON STOCK

     The following table sets forth, as of February 14, 1998, the
name and address of each person who owns of record, or who is
known by the board of directors, to be the beneficial owner of
more than five percent (5%) of the outstanding common stock, the
number of shares beneficially owned by such person, and the
percentage of the outstanding common stock so owned.

<TABLE>
<CAPTION>
                                                     Percent of
                                                     Outstanding
                             Amount and Nature       Common Stock
Name and Address of           of Beneficial          Beneficially
 Beneficial Owner                Ownership               Owned
-------------------          -----------------       ------------
<S>                              <C>                   <C>
Louis A. Steiner                 298,245 (1)           16.57%
R. D. 2, Box 197
Ligonier, PA 15658

Dorothy S. Hunter                 91,500 (2)            5.08%
P. O. Box 28
Latrobe, PA 15650

Gregg E. Hunter                  105,090 (3)            5.84%
P. O. Box 3
Latrobe, PA 15650

George A. Conti, Jr.             114,132 (4)            6.34%
101 North Main Street
Greensburg, PA 15601

</TABLE>
[FN]
(1)  Includes 111,915 shares held directly by Mr. Steiner; 450
shares held by his spouse, Barbara J. Steiner; 120,000 shares
held by Latrobe Foundry Machine & Supply Company and 65,880
shares held by Ridge Properties, Inc.  Louis A. Steiner is the
president of each company.

(2)  Includes 1,500 shares held directly by Mrs. Hunter and
90,000 shares held as co-trustee, The Hunter Stock Trust, with
shared voting and investment power.

(3)  Includes 15,090 shares held directly by Mr. Hunter and
90,000 shares held as co-trustee, The Hunter Stock Trust, with
shared voting and investment power.

(4)  Includes 1,500 shares held in street name by Mr. Conti; 132
shares held as co-trustee of the Conti Trust, with shared voting
and investment power; 39,630 shares held as trustee of the
Corazzi Trust and 72,870 shares held as trustee of the Iorio
Trust, each with sole voting and investment power.


<PAGE>

    BENEFICIAL OWNERSHIP BY OFFICERS, DIRECTORS AND NOMINEES

     The following table sets forth as of February 14, 1998, the
amount and percentage of the common stock beneficially owned by
each director, nominee, named executive officer, and all
executive officers and directors of the corporation as a group.

<TABLE>
<CAPTION>
         Name of               Amount and Nature
      Individual or              of Beneficial       Percent
    Identity of Group          Ownership (1) (2)    of Class
   -----------------           -----------------   ---------
<S>                                <C>                <C>
William M. Charley                   8,115              .45%
George A. Conti, Jr.               114,132(3)          6.34%
Edwin P. Cover                       5,100              .28%
Richmond H. Ferguson                 2,910              .16%
Dorothy S. Hunter                   91,500(4)          5.08%
Gregg E. Hunter                    105,090(5)          5.84%
Frank E. Jobe                       15,150              .84%
Roy M. Landers                      17,600              .98%
John C. McClatchey                   1,500              .08%
Joseph A. Mosso                     12,120              .67%
Debra L. Spatola                       600              .03%
Louis A. Steiner                   298,245(6)         16.57%
Louis T. Steiner                    10,716              .60%
George V. Welty                        990              .06%
C. Edward Wible                      1,000              .06%
All executive officers and
  directors as a group
(15 directors, 5 officers,
  16 persons in total)             594,798            33.04%

</TABLE>
[FN]
(1)  The securities "beneficially owned" by an individual are
     determined in accordance with the definitions of "beneficial
     ownership" set forth in the general rules and regulations of
     the Securities and Exchange Commission and may include
     securities owned by or for the individual's spouse and minor
     children and any other relative who has the same home, as
     well as securities to which the individual has or shares
     voting or investment power or has the right to acquire
     beneficial ownership within sixty (60) days after
     February 14, 1998.  Beneficial ownership may be disclaimed
     as to certain of the securities.

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

(3)  Includes 1,500 shares held in street name by Mr. Conti; 132
     shares held as co-trustee of the Conti Trust, with shared
     voting and investment power; 39,630 shares held as trustee
     of the Corazzi Trust and 72,870 shares held as trustee of
     the Iorio Trust, each with sole voting and investment power.

(4)  Includes 1,500 shares held directly by Mrs. Hunter and
     90,000 shares held as co-trustee, The Hunter Stock Trust,
     with shared voting and investment power.

(5)  Includes 15,090 shares held directly by Mr. Hunter and
     90,000 shares held as co-trustee, The Hunter Stock Trust,
     with shared voting and investment power.

(6)  Includes 111,915 shares held directly by Mr. Steiner; 450
     shares held by his spouse, Barbara J. Steiner; 120,000
     shares held by Latrobe Foundry Machine & Supply Company and
     65,880 shares held by Ridge Properties, Inc.  Louis A.
     Steiner is the president of each company.

<PAGE>

                CUMULATIVE VOTING FOR DIRECTORS

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

               DIRECTORS' MEETINGS AND COMMITTEES

     It is the policy of the corporation that the directors of
the corporation also serve as the directors of the bank.  During
1997 the board of the corporation met six (6) times and the board
of the bank met twelve (12) times.

     The board of the corporation has an audit committee which
consists of the same persons who serve on the audit committee of
the bank.  The audit committee of the corporation met during 1997
at the same times and performed the same functions as the audit
committee of the bank described below.  The corporation does not
have a nominating committee.  The function of a nominating
committee is performed by the full board.

     The corporation has an executive compensation committee
whose functions are described in the following text in the executive
compensation report.  In 1997 the committee met two (2) times.


<PAGE>

              COMMITTEES OF THE BOARD OF THE BANK

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

     The audit committee currently consists of John C. McClatchey,
George A. Conti, Jr., and C. Edward Wible, all directors, appointed
by the board.  The committee meets quarterly, or more often as 
needed, with the internal auditor and staff to review all controls, 
internal procedures and other matters deemed appropriate.  The 
trust audit committee reviews all controls and procedures of the 
trust division and the committees of the trust division.  The 
committee meets with the bank's independent auditors as it deems 
necessary not less often than annually.  During 1997 the committee
held four (4) meetings.

     The executive committee consists of the chairman, Louis A.
Steiner; the vice chairmen, Gregg E. Hunter and Louis T. Steiner;
and the president, Edwin P. Cover; together with directors
William M. Charley, Dorothy S. Hunter, Roy M. Landers and
Joseph A. Mosso.  The committee meets monthly to review long- and
short-term operating plans for the bank and related matters and
prepare recommendations for appropriate board consideration and
action.  During 1997 the committee held twelve (12) meetings.

     The asset quality committee consists of the chairman,
Louis A. Steiner; the vice chairmen, Gregg E. Hunter and Louis T.
Steiner; the president, Edwin P. Cover, together with directors
Richmond H. Ferguson, Frank E. Jobe and Debra L. Spatola.  The
committee meets quarterly to monitor loan and securities
investments to assure conformance with internal policy and all
applicable governmental regulations.  During 1997 the committee
held four (4) meetings.

     The trust committee and trust investment committee, each
consists of not less than five (5) members appointed by the
chairman of the board.  The members of each committee are
chairman, Louis A. Steiner; vice chairman, Louis T. Steiner;
president, Edwin P. Cover; and directors Frank E. Jobe and
George V. Welty; together with Barry A. Morris and Edward J.
Smith advisory board members.  Each committee meets monthly,
concurrently, to monitor and review all activities and functions
of the trust division.  During 1997 the committees held twelve
(12) meetings.

                ATTENDANCE AT MEETINGS

During 1997 all directors at least 75% of the combined total 
of meetings of the board of directors and each committee of 
which they were a member.



                   COMPENSATION OF DIRECTORS

     Directors of the corporation are not paid a fee.  Directors
of the bank are paid a fee of $400 for attendance at meetings of
the board of directors of the bank, and in addition, directors
who are not also officers of the bank are paid $190 for
attendance at monthly meetings and $270 for attendance at
quarterly meetings of the committees of the bank.


<PAGE>

                 EXECUTIVE COMPENSATION REPORT

To Our Shareholders:

     Compensation for the executives of the corporation and its
wholly-owned subsidiary, the bank, is set and paid at the bank
level.  The executive compensation committee had the
responsibility and authority to establish executive compensation
for 1997.

     The executive compensation committee is composed of three
independent non-employee directors, none of whom are former
officers of the corporation or the bank.  The committee is
responsible for setting executive officer salaries and
authorizing executive participation in the employee incentive
programs.  The following report describes the actions of the
committee regarding the compensation paid to the executive
officers by the bank during 1997.  No compensation was paid by
the corporation to its executive officers.

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

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

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

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

     On December 10, 1996, the committee set the 1997
compensation for Louis A. Steiner, chairman and CEO, and Edwin P.
Cover, president and CBO, as shown in this proxy statement.  The
compensation reported consists of base salaries and other
compensation paid in 1997 and annual bonuses and profit sharing
earned in 1997 as determined by the bank's 1997 performance.

                                EXECUTIVE COMPENSATION COMMITTEE

                                              William M. Charley
                                                 Joseph A. Mosso 
                                                  Roy M. Landers


<PAGE>

                EXECUTIVE OFFICERS' COMPENSATION

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

     The following table sets forth certain information regarding
compensation received by each person who served as chief executive
officer during 1997 and the remaining executive officers of the 
corporation whose total annual salary and bonus exceeded $100,000 
for the period indicated.
<TABLE>
                   SUMMARY COMPENSATION TABLE

                      Annual Compensation
<CAPTION>
    Name And                                            Profit
Principal Position       Year      Salary     Bonus     Sharing
------------------      -----      ------     -----     -------
<S>                      <C>      <C>         <C>       <C>
LOUIS A. STEINER(1)

Chairman - board of      1997     118,524     5,962     18,642
directors & chief
executive officer of     1996     109,148     5,754     17,234
the corporation and
the bank                 1995      96,619     5,748     15,301

LOUIS T. STEINER(1)

Vice chairman and        1997      73,555     4,403     11,634
chief executive
officer of the           1996      56,690     4,008      9,060
corporation and
bank                     1995      39,485     3,713      6,464

EDWIN P. COVER

President & chief        1997     169,891     7,105     24,000
banking officer
of the corporation       1996     164,655     6,967     22,500
and the bank
                         1995     147,136     7,151     22,500
</TABLE>

[FN]
Louis A. Steiner served as chairman and chief executive officer through
period ending November 1, 1997 and continues as chairman; Louis T.
Steiner served as vice chairman and assumed the position of chief
executive officer effective November 1, 1997.

<PAGE>

                       PERFORMANCE GRAPH

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

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


<TABLE>
                      COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<CAPTION>
DATE            CNFC             NASDAQ U.S. CO.     NASDAQ BANKS
<S>            <C>                   <C>                <C>   
1992           100.00                100.00             100.00
1993           109.08                114.79             114.04
1994           150.24                112.21             113.63
1995           174.34                158.70             169.22
1996           317.15                195.19             223.41
1997           327.73                239.53             377.44

</TABLE>
[FN]
     Assumes that the value of the investment in CNFC Common Stock and
each index was $100 on December 31, 1992 and that all dividends were 
reinvested.

<PAGE>

                    PROFIT SHARING PLAN

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

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

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

 TRANSACTIONS WITH DIRECTORS, NOMINEES, OFFICERS AND ASSOCIATES

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


<PAGE>

                            AUDITORS

    Jarrett Stokes & Kelly, now known as Stokes Kelly & Hinds, LLC,
effective January 1, 1998, was selected as the independent auditors
for the corporation for the fiscal year ending December 31, 1997,
and was last elected by the shareholders of the corporation at the
annual meeting held on April 15, 1997. Stokes Kelly & Hinds, LLC
and its predecessor has certified the corporation's financial
statements for the fiscal year ended December 31, 1990 and
all fiscal years subsequent thereto.

     The board of directors of the corporation at a meeting held
November 18, 1997 selected Jarrett Stokes & Kelly (now known as
Stokes Kelly & Hinds, LLC) as the independent auditors for the
corporation for 1998.  A resolution will be presented at the 
annual meeting for the ratification by the shareholders of the 
appointment of Stokes Kelly & Hinds, LLC as the independent 
auditors for the corporation. The board of directors recommends 
the shareholders vote in favor of the resolution.

     The accounting fees are paid by the corporation to indpendent
auditors and represent payment for auditing services only.
The auditors render no other type of service to the corporation
or the bank, and no service to any director or principal officer
of the corporation or the bank.  There is no agreement to place
any limit on current or future auditors' fees.

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



             SHAREHOLDER PROPOSALS - ANNUAL MEETING

     Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the Securities and Exchange
Commission, wishes to submit a proposal for inclusion in the
corporation's proxy material for its 1999 annual meeting of
shareholders, must deliver such proposal in writing to the
chairman of the board of Commercial National Financial
Corporation at the office of the corporation, 900 Ligonier
Street, Latrobe, Pennsylvania 15650, not later than November 30,
1998.

                         OTHER MATTERS

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

                                     By Order of the Board of Directors

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



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