UNITED
                STATESSECURITIES
                AND EXCHANGE COMMISSIONWashington,
                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, 2006**





**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 of incorporation or
                organization)*
            *(I.R.S.
                Employer Identification No.)*





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:  None





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





Common
      Stock, $2 Par Value


( *Title
      of Class* )





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes
      [ ]
      No [ X ]





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Securities Exchange Act. Yes [ ] No [ X
      ]





Indicate
      by checkmark 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 checkmark 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 the Form 10-K or any amendment to
      this
      Form 10-K. [ ]





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.


Large
      Accelerated Filer [ ]  Accelerated
      Filer [ ]  Non-accelerated
      Filer [X ]





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes[
      ] No
      [ X ]





The
      aggregate market value of registrant’s outstanding voting common stock held by
      non-affiliates on June 30, 2006, the last business day of the registrant’s most
      recently completed second fiscal quarter, was $43,072,140.


Number
      of
      shares of common stock outstanding at March 1, 2007 3,044,813





**DOCUMENTS
      INCORPORATED BY REFERENCE**


Portions
      of the registrant’s proxy statement relating to its 2007 annual meeting of
      shareholders to be held May 15, 2007 are incorporated by reference into Part
      III
      of this Form 10-K. In addition, portions of the registrant’s Annual Report to
      Shareholders for the fiscal year ended December 31, 2006 are incorporated by
      reference into Part II of this Form 10-K.








Commercial
                National Financial CorporationForm
                10-KINDEX








PART
                I
            
            PAGEITEM
                1.
            Business
            2ITEM
                1A
            Risk
                Factors
            4ITEM
                1B
            Unresolved
                Staff Comments
            5ITEM
                2.
            Properties
            5ITEM
                3.
            Legal
                Proceedings
            6ITEM
                4.
            Submission
                of Matters to a Vote of Security Holders
            6PART
                IIITEM
                5.
            Market
                for Registrant's Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities
            6ITEM
                6.
            Selected
                Financial Data
            6ITEM
                7.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            6ITEM
                7A.
            Quantitative
                and Qualitative Disclosures About Market Risk
            6ITEM
                8.
            Financial
                Statements and Supplementary Data
            6ITEM
                9.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            7ITEM
                9A.
            Controls
                and Procedures
            7ITEM
                9B.
            Other
                Information
            7PART
                IIIITEM
                10.
            Directors,
                Executive Officers of the Registrant and Corporate Governance
            7ITEM
                11.
            Executive
                Compensation
            7ITEM
                12.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            7ITEM
                13.
            Certain
                Relationships and Related Transactions and Director Independence
            8ITEM
                14.
            Principal
                Accountant Fees and Services
            8PART
                IVITEM
                15.
            Exhibits
                and Financial Statement Schedules
            9





2


**PART
      I**





**Item
      1.** **BUSINESS**





The
      Commercial National Financial Corporation (the “Corporation”) is a Pennsylvania
      corporation and is registered as a bank holding company under the Bank Holding
      Company Act of 1956 as amended. Through its subsidiary the Corporation is
      engaged in banking and trust operations.




The
      Corporation is owner of 100% of the outstanding shares of common stock of
      Commercial Bank & Trust of PA (the “Bank”) formerly known as Commercial Bank
      of Pennsylvania. The Bank has been providing banking services since 1934. At
      the
      present time, two (2) banking offices are in operation in Latrobe, Pennsylvania,
      two (2) in Unity Township, Pennsylvania and one (1) each in Ligonier, West
      Newton, Greensburg, Norwin and Hempfield Township, Pennsylvania. All of these
      offices are within the boundaries of Westmoreland County, Pennsylvania. In
      addition, the building that houses the Bank’s 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.




Each
      of
      the banking offices, except Greensburg, is equipped with a 24 hour a day
      automatic teller machine (ATM). Bank ATM units are also located on the campus
      of
      Saint Vincent College in Unity Township, the terminal of the Arnold Palmer
      Regional Airport, at the Latrobe Area Hospital and an in-store machine in the
      Norvelt Open Pantry. A separate freestanding drive-up teller staffed banking
      facility is attached to the Lincoln Road office in downtown Latrobe. This
      facility also provides ATM service.




The
      Bank
      offers the full range of banking services normally associated with a general
      commercial banking business. Services include extending credit, providing
      deposit services, marketing non-deposit investments and offering financial
      counseling. The ATM system described above is a part of the Cirrus, Honor,
      Plus
      and Star networks, which provides the Bank's customers access to an extensive
      regional and national network. The Bank also has implemented a comprehensive
      electronic Online Banking system. By using a personal computer with internet
      access, customers can access their Commercial Bank accounts, perform common
      banking tasks and pay bills 24 hours a day, seven days a week, 365 days a
      year.





The
      Corporation currently has one inactive subsidiary, Commercial National Insurance
      Services. There are no current plans for this subsidiary.








**Competition**





All
      aspects of the Corporation’s business are highly competitive. The Corporation
      competes for deposits, loans and banking services with major financial
      institutions, several national and state banks, thrift institutions, credit
      unions, mortgage brokers, finance companies, insurance companies, investment
      companies and mutual funds.





Customers
      are generally influenced by convenience of location, quality of service, price
      of services and availability of products. The Corporation believes that it
      effectively competes with other financial service providers within its market
      area.





**Supervision
      and Regulation**





***Introduction***





The
      Corporation and the Bank are subject to extensive regulation by federal and
      state agencies. The primary focus of these regulations is for the protection
      of
      depositors, federal deposit insurance funds and the banking system, not for
      the
      protection of security holders. Set forth below is a brief description of
      certain laws which relate to the regulation of the Corporation and its
      subsidiaries. The description is not meant to be complete and is qualified
      by
      reference to applicable laws and regulations.





Holding
      Company. The
      Corporation, as a bank holding company is subject to regulation by the Federal
      Reserve Board (FRB), the Securities and Exchange Commission, and the Federal
      Deposit Insurance Corporation (FDIC). 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. No
      regulatory restrictions or actions are currently pending against the
      Corporation.





Subsidiary
      Bank The Bank
      is subject to regulation and examination primarily by the FDIC and Commonwealth
      of Pennsylvania, Department of Banking (the “Department”).





On
      July
      19, 2005, the Board of Directors of the Bank entered into a Memorandum of
      Understanding with the Department and the FDIC. The Memorandum was terminated
      on
      June 13, 2006.





**Capital
      Requirements**





Bank
      holding companies are required to be in compliance with the FRB’s risk-based
      capital standards. These standards require that (1) at least 50% of total
      capital must be “Tier 1 capital”. This consists primarily of common and certain
      other “core” equity capital; (2) assets and off-balance sheet items must be
      weighted according to risk; (3) the total capital to risk-weighted asset ratio
      must be at least 8%; and (4) a minimum 4% leverage ratio of Tier 1 capital
      to
      average assets must be maintained. The Department requires state chartered
      banks
      to maintain a 6% leverage capital and 10% risk based capital, defined
      substantially the same as the federal regulations. The Bank is subject to almost
      identical capital requirements adopted by the FDIC.





**Effects
      of Governmental Policies**





In
      addition to 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.





**Employees**





As
      of
      December 31, 2006, the Corporation employed 112 people in full- and part-time
      positions. Approximately 55 employees are represented by the United Auto
      Workers, Local 1799. In 2004, the Corporation and bargaining unit employees
      entered into a five-year labor agreement that will expire in February
      2009.




2







**Executive
      Officers of the Corporation**





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.





Name
            Age
            Present
                and Previous PositionsGregg
                E. Hunter
            48
            Vice
                chairman, president and chief executive officer (February 2004
                -present),
                Vice chairman and chief financial officer(December
                1995 to January 2004)Thomas
                D. Watters, CPA
            45
            Senior
                vice president and chief financial officer (July 2005-present),
                Chief Auditor (January 1998-July 2005)Wendy
                S. Schmucker
            38
            Secretary/treasurer
                and senior vice president, division managercorporate
                administration (February 2004 - present) Secretary/treasurerand
                vice president, manager corporate administration
                (November1997
                to January 2004)Susan
                R. Skoloda
            32
            Vice
                president, corporate controls and community relations
                officer(March
                2004 to present); assistant vice president (April 2001
                toFebruary
                2004); assistant secretary/treasurer (April 1998 to
                present)











**Item
      1A. RISK FACTORS**





The
      following are the key risk factors that management believes could have a
      negative impact to the Corporation’s financial performance.





Interest
      rate volatility could significantly harm the Bank’s business.





The
      Bank’s results of operations are affected by the monetary and fiscal policies of
      the federal government and the regulatory policies of governmental authorities.
      A significant component of the Bank’s earnings is its net interest income, which
      is the difference between the income from interest earning assets, such as
      loans, and the expense of interest bearing liabilities, such as deposits. A
      change in market interest rates could adversely affect the Bank’s earnings if
      market interest rates change such that the interest the Bank pays on deposits
      and borrowings increases faster than the interest it collects on loans and
      investments.





The
      Bank’s results of operations are significantly affected by the ability of its
      borrowers to repay their loans.





The
      inability of borrowers to repay loans could erode our earnings and capital.
      Substantially all of our loans are to businesses and individuals in western
      Pennsylvania, and any economic decline in this market area could impact us
      adversely.





The
      majority of the Bank’s business is concentrated in western Pennsylvania, which
      is traditionally a slower growth market than other areas of the United States.
      As a result, the Bank’s loan portfolio and results of operations may be
      adversely affected by factors that have a significant impact on the economic
      conditions in this market area. The local economies of this market area
      historically have been less robust than the economy of the nation as a whole
      and
      may not be subject to the same fluctuations as the national economy. Adverse
      economic conditions in the Bank’s market area, including the loss of certain
      significant employers, could reduce its growth rate, affect its borrowers’
ability to repay their loans and generally affect the Bank’s financial condition
      and results of operations. Furthermore, a downturn in real estate values in
      the
      Bank’s market area could cause many of its loans to become inadequately
      collateralized.





The
      Bank’s financial condition and results of operations would be adversely affected
      if its allowance for loan losses is not sufficient to absorb actual losses.




As
      a
      lender, the Bank is exposed to the risk that our borrowers may be unable to
      repay their loans and that collateral securing the payment of their loans may
      not be sufficient to assure repayment. Credit losses are inherent in the lending
      business and could have a material adverse effect on the operating results
      of
      the Bank. We make certain assumptions and judgments about the collectibility
      of
      our loan portfolio and provide an allowance for potential losses based on a
      number of factors. If these assumptions are incorrect, the allowance for credit
      losses may not be sufficient to cover losses, thereby having an adverse effect
      on operating results, and may cause us to increase the allowance in the future.




Changes
      in legislative or regulatory requirements applicable to the Corporation and
      its
      subsidiaries could increase costs, limit certain operations and adversely affect
      results of operations.




The
      banking industry is heavily regulated under both federal and state law. Banking
      regulations, designed primarily for the safety of depositors, may limit a
      financial institution’s growth and the return to its investors, by restricting
      such activities as the payment of dividends, mergers with or acquisitions by
      other institutions, expansion of branch offices and the offering of securities
      or trust services. The Corporation is also subject to capitalization guidelines
      established by federal law and could be subject to enforcement actions to the
      extent that its subsidiary bank is found by regulatory examiners to be
      undercapitalized. It is not possible to predict what changes, if any, will
      be
      made to existing federal and state legislation and regulations or the effect
      that such changes may have on our future business and earnings prospects, as
      well as those of the Corporation. The Corporation also cannot predict the nature
      or the extent of the effect on our business and earnings of new federal or
      state
      legislation. Further, the cost of compliance with regulatory requirements may
      adversely affect our ability to operate profitably.




The
      Bank’s business and financial condition may be adversely affected by an increase
      in competition.




The
      Bank
      faces significant competition in attracting and retaining deposits and making
      loans as well as in providing other financial services throughout our market
      area. In addition to facing pricing competition for loans and deposits, the
      Bank
      also faces competition with respect to customer convenience, product lines,
      accessibility of service and service capabilities. The Bank’s competition comes
      from other banks and savings institutions, brokerages, credit unions,
      government-sponsored enterprises, mutual fund companies, insurance companies
      and
      other non-bank businesses, many of which are larger in terms of total assets
      and
      capitalization, have greater access to the capital markets and offer a broader
      array of financial services than the Bank does. Competition with such
      institutions may cause the Bank to increase its deposit rates or decrease its
      interest rate spread on loans it originates.




New
      litigation or changes in current litigation could adversely affect the
      Corporation’s financial condition or results of operation.




Although
      there is currently no material litigation to which the Corporation is the
      subject, future litigation that arises during the normal course of business
      could be material and have a negative impact on the Corporation’s earnings.
      Future litigation or changes in current litigation could also adversely impact
      the reputation of the Corporation in the communities that it
      serves.








**Item
      1B. UNRESOLVED STAFF COMMENTS**





Not
      Applicable.





**Item
      2.** **PROPERTIES**





All
      of
      the Corporation’s facilities are owned with the exception of the Lincoln Road
      banking office and adjacent drive-up facility and the Norwin Hills banking
      office. 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 its subsidiary. The locations of the Corporation’s real
      properties can be found in the Annual Report to Shareholders.





**Item
      3.** **LEGAL
      PROCEEDINGS**





The
      Corporation, in the normal course of business, is subject to various legal
      proceedings. Management does not expect the outcome of these proceedings to
      have
      a material adverse impact on the Corporation’s financial condition or results of
      operations.





**Item
      4.** **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





No
      matters were submitted to a vote of the Corporation’s security holders during
      the last quarter of its fiscal year ended December 31, 2006.








**PART
      II**





**Item
      5.** **MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
      OF EQUITY SECURITIES**





Information
      appearing in the Annual Report to Shareholders for the fiscal year ended
      December 31, 2006 (the Annual Report) in the section titled “Common Stock
      Information” is incorporated herein by reference in response to this item. As of
      March 8, 2007 there were 445 shareholders of record of the Corporation's common
      stock. The number of beneficial shareholders is approximately 855.





We
      have
      historically paid quarterly dividends on our common stock and currently intend
      to continue to do so in the foreseeable future. Our ability to pay dividends
      depends on a number of factors, however, including restrictions on the ability
      of the Corporation to pay dividends under federal laws and regulations, and
      as a
      result there can be no assurance that dividends will be paid in the
      future.





In
      2000,
      the Board of Directors authorized the repurchase of up to 360,000 shares of
      the
      Corporation’s common stock from time to time when warranted by market
      conditions. There have been 193,074 shares purchased under this authorization
      through December 31, 2006.





The
      Corporation did not purchase any treasury stock during the quarter ended
      December 31, 2006.





**Item
      6.** **SELECTED
      FINANCIAL DATA**





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




**Item
      7.** **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**





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





**Item
      7A.** **QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**




Information
      appearing in the Annual Report in the section titled “Interest Sensitivity and
      Market Risk” is incorporated herein by reference.





**Item
      8.** **FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA**





The
      Corporation’s consolidated financial statements, the notes thereto and the
      report of the independent registered public accounting firm of the Annual Report
      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 Annual Report is incorporated herein by reference.








**Item
      9.** **CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**





NONE.





**Item
      9A.** **CONTROLS
      AND PROCEDURES**




**Evaluation
      of Disclosure Controls and Procedures**






The
      Corporation maintains a system of disclosure controls and procedures that is
      designed to ensure that information required to be disclosed by the Corporation
      in this Form 10-K, and in other reports required to be filed under the
      Securities Exchange Act of 1934 (Exchange Act), is recorded, processed,
      summarized and reported within the time periods specified in the rules and
      forms
      for such filings. Management of the Corporation, under the direction of the
      Corporation's Chief Executive Officer and Chief Financial Officer, reviewed
      and
      performed an evaluation of the effectiveness of the Corporation's disclosure
      controls and procedures (as defined in Rules 13a-15a(e) and 15d-15(e) under
      the
      Exchange Act) as of December 31, 2006. Based on that review and evaluation,
      the
      Chief Executive Officer and Chief Financial Officer, along with other key
      management of the Corporation, have determined that the disclosure controls
      and
      procedures were and are effective as designed to ensure that material
      information relating to the Corporation and its consolidated subsidiaries
      required to be disclosed by the Corporation by the Exchange Act, was recorded,
      processed, summarized and reported within the applicable time
      periods.






**Changes
      in Internal Controls**






There
      have been no significant changes in our internal controls or in other factors
      that could significantly affect our internal controls during the quarter ended
      December 31, 2006.







**Item
      9B. OTHER INFORMATION**





NONE.





**PART
      III**





**Item
      10.** **DIRECTORS,
      EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE**


**GOVERANCE**





Information
      concerning (i) directors, appearing under the captions “Election of Directors”
and “Director’s Meetings and Committees” in the Corporation’s Proxy Statement,
      related to the Annual Meeting of Shareholders to be held May 15, 2007 (the
      “Proxy Statement”) (ii) information concerning executive officers, appearing
      under the caption “Executive Officers of the Registrant” in Part I of this Form
      10-K, and (iii) information contained under the section “Section 16(a)
      Beneficial Ownership Reporting Compliance”, in the Proxy Statement, are
      incorporated herein by reference to this Item 10.





The
      Corporation has adopted a Code of Ethics for Senior Financial Officers which
      is
      applicable to the Corporation’s principal executive officer and principal
      financial and accounting officer. A copy of such Code of Ethics has been filed
      as an exhibit to this Form 10-K.





**Item
      11.** **EXECUTIVE
      COMPENSATION**





The
      information contained in the Corporation’s Proxy Statement under the following
      sections is hereby incorporated into this Item 11: (i) “Compensation Discusion
      and Anaylsis,” (ii) “Summary Compensation Table,” (iii) “Compensation Committee
      Report,” (iv) “Compensation of Directors,” and “Director Compensation
      Table.”





**Item
      12.** **SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND**


**RELATED
      STOCKHOLDER MATTERS**





The
      information contained in the sections titled "Beneficial Ownership of Common
      Stock" and "Beneficial Ownership by Officers, Directors and Nominees" in the
      Proxy Statement is incorporated herein by reference to this Item
      12.











**Equity
      Compensation Plan Information** ****





NONE





**Item
      13.** **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR**


**INDEPENDENCE**





The
      information contained in the section titled “Related Party Transactions” as part
      of the “Compensation Discussion and Analysis,” in the Proxy Statement is
      incorporated herein by reference to this Item 13.





**Item
      14.** **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





The
      information contained in the section titled “Auditor and Audit Fees” in the
      Proxy Statement is incorporated by reference to this Item 14.





2


**PART
      IV**





**Item
      15.** **EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES**





(a)  The
      consolidated financial statements and exhibits listed below are filed as part
      of
      this report. Financial statement schedules are omitted as they are not
      applicable.




(1)  The
      Corporation’s consolidated financial statements, the notes thereto and the
      report of the independent registered public accounting firm of the Annual Report
      and are incorporated herein by reference .







Page
                Number orExhibit
            
            Incorporated
                byNumber
            Description
            Reference
                to3.1
            Articles
                of Incorporation
            Exhibit
                C to Form S-4Registration
                StatementFiled
                April 9, 19903.2
            By-laws
                of Registrant
            Exhibit
                D to Form S-4Registration
                StatementFiled
                April 9, 19903.3
            Amended
                Articles of Incorporation
            Exhibit
                3.6 to Form 10-QFiled
                for the quarter endedSeptember
                30, 20043.4
            Amended
                Bylaws of Registrant
            Exhibit
                3.8 to Form 10-QFiled
                for the quarter endedSeptember
                30, 200410.1
            Employment
                agreement between Gregg E. Hunter and Commercial Bank of
                Pennsylvania
            Exhibit
                10.1 to Form 10-Q for the Quarter ended September 30,
                200310.3
            Mutual
                Release and Non-Disparagement Agreement between Commercial Bank of
                Pennsylvania and Louis T. Steiner
            Exhibit
                10-3 to Form 10-K for the period ended December 31,
                2003.13
            Portions
                of the Annual Report to Shareholders for the Fiscal year Ended December
                31, 2006
            Filed
                herewith14
            Code
                of Ethics for Senior Financial Officers
            Filed
                herewith21
            Subsidiaries
                of the Registrant
            Filed
                herewith31.1
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer
            Filed
                herewith31.2
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer
            Filed
                herewith32.1
            Section
                1350 Certification of Chief Executive Officer
            Filed
                herewith32.2
            Section
                1350 Certification of Chief Financial Officer
            Filed
                herewith


2





**SIGNATURES**Pursuant
                to the requirements of Section 13 or 15(d) of the Securities ExchangeAct
                of 1934, the registrant has duly caused this report to be signed
                on itsbehalf
                by the undersigned, thereunto duly authorized.**COMMERCIAL
                NATIONAL FINANCIAL CORPORATION**(Registrant)**By:/s/
                Gregg E. Hunter****Gregg
                E. Hunter, Vice Chairman, President****and
                Chief Executive Officer**March
                20, 2007**By:/s/
                Thomas D. Watters****Thomas
                D. Watters, Senior Vice President****and
                Chief Financial Officer**March
                20, 2007































































































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/
                George V. Welty
            
            March
                20, 2007George
                V. Welty, Chairman of the Board and Director/s/
                Gregg E. Hunter
            
            March
                20, 2007Gregg
                E. Hunter, Vice Chairman of the Board, Director, Chief Executive
                Officer
              (principal
                executive officer)/s/
                Thomas D. Watters
            
            March
                20, 2007Thomas
                D. Watters , Senior Vice President and Chief Financial
                Officer
              (principal
                financial and accounting officer)/s/
                Wendy S. Schmucker
            
            March
                20, 2007Wendy
                S. Schmucker, Secretary/Treasurer/s/
                John T. Babilya
            
            March
                20, 2007John
                T. Babilya, Director/s/
                George A. Conti, Jr.
            
            March
                20, 2007George
                A. Conti Jr., Director/s/
                Richmond H. Ferguson
            
            March
                20, 2007Richmond
                H. Ferguson, Director/s/
                Dorothy S. Hunter
            
            March
                20, 2007Dorothy
                S. Hunter, Director/s/
                Frank E. Jobe
            
            March
                20, 2007Frank
                E. Jobe, Director/s/
                Steven H. Landers
            
            March
                20, 2007Steven
                H. Landers, Director/s/
                Joseph A. Mosso
            
            March
                20, 2007Joseph
                A. Mosso, Director/s/
                Bruce A. Robinson
            
            March
                20, 2007Bruce
                A. Robinson, Director/s/
                Debra L. Spatola
            
            March
                20, 2007Debra
                L. Spatola, Director/s/
                C. Edward Wible
            
            March
                20, 2007C.
                Edward Wible, Director





2





EXHIBIT
                TABLE OF CONTENTSExhibitNumber
            Description13
            Portions
                of the Annual Report to Shareholders for the Fiscal Year Ended December
                31, 200614
            Code
                of Ethics for Senior Financial Officers21
            Subsidiaries
                of the Registrant31.1
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer31.2
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer32.1
            Section
                1350 Certification of Chief Executive Officer32.2
            Section
                1350 Certification of Chief Financial
                Officer













Exhibit
      21 - Subsidiaries
      of Commercial National Financial Corporation





State
                or JurisdictionSubsidiary
            of
                IncorporationCommercial
                Bank & Trust of PA
            PennsylvaniaCommercial
                National Insurance Services, Inc.
            Pennsylvania











The
      Corporation will provide without charge to any shareholder a copy of its 2006
      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


ATTN:
      WENDY SCHMUCKER


P.O.
      BOX
      429


LATROBE,
      PA 15650























BUS_EST:223882-6