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                       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


[X]  Annual Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the fiscal year ended December 31, 1997
                                       OR

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934
     For the transition period from __________ to __________


                         Commission File Number 0-17000

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


            Michigan                                  38-2799780
    (State of Incorporation)            (I.R.S. Employer Identification No.)



       101 North Pine River Street
           Ithaca, Michigan                               48847
(Address of principal executive offices)                (Zip Code)


       Registrant's telephone number, including area code: (517) 875-4144

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

                           Common Stock, $1 par value
                                (Title of Class)

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]

State the aggregate market value of the voting stock held by non-affiliates of
the registrant.  The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.

           Aggregate market value as of March 13, 1998:  $24,695,061

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.

         Common Stock outstanding as of March 13, 1998:  959,396 shares

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's annual report to security holders for the year
ended December 31, 1997, are incorporated by reference in Part II and Part IV.

Portions of the registrant's proxy statement for its April 28, 1998, annual
shareholders meeting are incorporated by reference in Part III.

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                                     PART I

ITEM 1. BUSINESS

     Commercial National Financial Corporation (the "Corporation" or
"registrant"), a bank holding company, was incorporated in Michigan on December
30, 1987.  On May 31, 1988, the Corporation acquired all of the stock of
Commercial National Bank, a national banking association chartered in 1962.  On
December 30, 1992, Commercial National Bank converted to a state-chartered bank
under the name Commercial Bank (the "Bank").

     The Bank's business is concentrated in a single industry segment -
commercial banking.  The Bank provides a full range of banking services to
individuals, agricultural businesses, commercial businesses and light
industries located in its service area.  The Bank maintains a diversified loan
portfolio, including loans to individuals for home mortgages, automobiles and
personal expenditures, and loans to business enterprises for current operations
and expansion.  The Bank offers a variety of deposit vehicles, including
checking, savings, money market and individual retirement accounts and
certificates of deposit.

     The principal markets for the Bank's financial services are the
mid-Michigan communities in which the Bank is located and the areas immediately
surrounding these communities.  The Bank serves these markets through nine
offices located in and near these communities.  Neither the Corporation nor the
Bank has any material foreign assets or income.

     The principal source of revenue for the Corporation and its subsidiary is
interest and fees on loans.  On a consolidated basis, interest and fees on
loans accounted for 79.69% of the Corporation's total revenues in 1997, 79.82%
in 1996 and 78.05% in 1995.  Interest on investment securities accounted for
9.85% of the Corporation's total revenues in 1997, 13.03% in 1996 and 13.95% in
1995.

     At December 31, 1997, the Bank had no significant concentrations of loans
to any group of borrowers engaged in similar activities that would be impacted
by economic or other conditions.

     The business of banking is highly competitive.  In addition to competition
from other commercial banks, banks face competition from non-bank financial
institutions.  Savings associations compete with commercial banks for deposits
and loans.  Credit unions and finance companies compete for consumer loans.
Commercial banks compete for deposits with other investments such as mutual
funds and corporate and government debt securities.  Financial service
providers compete for customers principally through price (interest rates paid
on deposits, interest rates charged on borrowings and fees charged for
services) and service (convenience and quality of services rendered to
customers).

     The Bank competes directly with fifteen financial institutions in the
market it serves.  The Bank's competitors include other commercial banks,
savings associations and local credit unions.  The Bank ranks second in deposit
size when compared to the total deposits of the branches located in the market
the Bank serves.  The Bank does not believe that its ability to compete for
loans and deposits is affected by the rank among its competitors.

     Banks and bank holding companies are extensively regulated.  The Bank is
chartered as a state bank under Michigan law and is supervised, examined and
regulated by the Michigan Financial Institutions Bureau and the Federal Deposit
Insurance Corporation ("FDIC").  The business activities of the registrant are
limited to banking and to other activities determined by the Board of Governors
of the Federal Reserve System to be closely related to banking.  Deposits of
the Bank are insured by the FDIC to the extent provided by law.

     Commercial banks are subject to a number of federal and state laws and
regulations that have a material impact on their business.  These include,
among others, state usury laws, state laws relating to fiduciaries, the Truth
in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting
Act, the Expedited Funds Availability Act, the Community Reinvestment Act,
electronic funds transfer laws, redlining laws, antitrust laws, environmental
laws and privacy laws.  The policies of the Federal Reserve System, and other
authorities, may materially affect the growth and distribution of loans,
investments and deposits and interest rates on deposits and loans.

     The FDIC Improvement Act of 1991 (the "FDIC Improvement Act"), revised
sections of the Federal Deposit Insurance Act affecting bank regulation,
deposit insurance and provisions for the funding of the bank insurance fund.
The FDIC Improvement Act also revised bank regulatory structures embodied in
several other federal banking statutes, links the bank


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regulators' authority to intervene to the deterioration of a bank's capital
level, places limits on real estate lending and increases audit requirements.
Among the significant revisions that could have an impact on the Corporation
is the authority granted the FDIC to impose special assessments on insured
depository institutions to repay FDIC borrowings from the United States
Treasury or other sources and to establish semiannual assessment rates on bank
insurance fund member banks so as to maintain the bank insurance fund at the
designated reserve ratio defined in the FDIC Improvement Act.  The FDIC
Improvement Act also required the FDIC to implement a system of risk-based
premiums for deposit insurance pursuant to which the premiums paid by a
depository institution are based on the perceived probability that the bank
insurance fund will incur a loss in respect of such institution.

     Under 1994 amendments to the Federal Bank Holding Company Act, the
Corporation is authorized to acquire subsidiary banks in any state in which
state laws permit such acquisitions.  Out-of-state bank holding companies in
any state are permitted to acquire banks located in Michigan if the laws of the
state in which the out-of-state bank holding company is located authorize a
bank holding company located in Michigan to acquire ownership of banks in that
state on a reciprocal basis.  Under amendments to the Michigan Banking Code
which became effective on November 29, 1995, the Bank is authorized to merge
with or acquire out-of-state banks or branches in any state in which state laws
permit such acquisitions.



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ITEM 2. PROPERTIES.

     The Bank currently conducts business from seven banking offices.  The
executive offices of the Corporation are located at 101 North Pine River
Street, Ithaca, Michigan.  The main office of the Bank is located at 301 North
State Street, Alma, Michigan.  The main office property of the Bank is leased
for a term expiring on December 31, 2013.  The branches of the Bank are located
in Alma, Greenville, Middleton, Pompeii, and St. Louis, Michigan.

     The Bank owns the property for five of the branch office locations.  One
branch office is leased pursuant to a lease that expires August 1, 1998,
subject to 3 renewals of 10 years each. The Corporation considers all of its
facilities to be well maintained and in generally good operating condition and
suitable for the purposes for which they are intended.

     The Bank previously operated two supermarket branches located in Ashcraft
Supermarkets in Alma and Midland, Michigan.  The Alma supermarket branch was
leased pursuant to a five year lease beginning June 1, 1995 with two five year
renewals.  The Midland supermarket branch was leased pursuant to a five year
lease beginning January 1, 1996 with two five year renewals.  During 1997, the
Bank elected to close both supermarket branches.    The termination of the
leases with Ashcraft involved a lease termination payment deemed by the Bank to
be reasonable compared to normal market practice.

ITEM 3. LEGAL PROCEEDINGS.

     The Corporation and the Bank are parties, as plaintiff or defendant, to
several legal proceedings, none of which is considered material, and all of
which arose in the ordinary course of business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not applicable.

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                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
        MATTERS.

     The information under the captions "Common Stock Information" and
"Dividend Information" of the registrant's annual report to shareholders for
the year ended December 31, 1997, is here incorporated by reference to Exhibit
13.

ITEM 6. SELECTED FINANCIAL DATA.

     The information under the caption "Selected Financial Data" of the
registrant's annual report to shareholders for the year ended December 31,
1997, is here incorporated by reference to Exhibit 13.

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

     The information under the heading "Management's Review and Analysis" of
the registrant's annual report to shareholders for the year ended December 31,
1997, is here incorporated by reference to Exhibit 13.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information under the heading "Quantitative and Qualitative
Disclosures About Market Risk" of the registrant's annual report to
shareholders for the year ended December 31, 1997, is here incorporated by
reference to Exhibit 13.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The financial statements, notes and independent auditors' report of the
registrant's annual report to shareholders for the year ended December 31,
1997, are here incorporated by reference to Exhibit 13.

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

Not applicable


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                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The information set forth under the caption "Directors and Executive
Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the
registrant's definitive Proxy Statement for its April 28, 1998, annual meeting
of shareholders is here incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION.

     The information set forth under the captions "Compensation of Executive
Officers" and "Compensation of Directors" in the registrant's definitive Proxy
Statement for its April 28, 1998, annual meeting of shareholders is here
incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The information set forth under the caption "Voting Securities" in the
registrant's definitive Proxy Statement for its April 28, 1998, annual meeting
of shareholders is here incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The information set forth under the caption "Certain Relationships" in the
registrant's definitive Proxy Statement for its April 28, 1998, annual meeting
of shareholders is here incorporated by reference.



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                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

       (a)(1)   Financial Statements.

                The following financial statements, notes to financial
statements, and independent auditors' reports of the Corporation and its
subsidiary are filed as part of this report:

                Independent Auditors' Reports
                Consolidated Balance Sheets - December 31, 1997 and 1996
                Consolidated Statements of Income for each of the three years
                ended December 31, 1997
                Consolidated Statements of Shareholders' Equity for each of the
                three years in the period ended December 31, 1997
                Consolidated Statements of Cash Flows for each of the three
                years in the period ended December 31, 1997
                Notes to Consolidated Financial Statements

                The financial statements, notes to financial statements, and
independent auditors' reports for the years ended December 31, 1997 and
1996, listed above are incorporated by reference in Item 8 of this report from
the corresponding portions of the registrant's annual report to shareholders for
the year ended December 31, 1997.  With the exception of the portions of the
registrant's annual report to shareholders for the year ended December 31, 1997
specifically incorporated herein by reference, such report shall not be deemed
filed as part of this annual report on Form 10-K.

            (2) All schedules have been omitted because they are inapplicable or
                otherwise not required.

            (3) The following exhibits are filed as part of this report:

         Number                         Exhibit

           3(a)         Restated Articles of Incorporation.  Previously
                        filed as an exhibit to the registrant's Form S-4 filed
                        January 22, 1988.  Here incorporated by reference.

           3(b)         Bylaws.  Previously filed as an exhibit to the
                        registrant's Form S-4 filed January 22, 1988.  Here
                        incorporated by reference.

          10(a)         Form of Indemnity Agreement.  Previously filed as an
                        exhibit to the registrant's Form S-4 filed January 22,
                        1988.  Here incorporated by reference.

          10(b)         1989 Stock Option Plan.  Previously filed as an
                        exhibit to the registrant's Form 10-K for the year ended
                        December 31, 1988.  Here incorporated by reference.*

          10(c)         1991 Stock Option Plan.  Previously filed as an
                        exhibit to the registrant's Form 10-K for the year ended
                        December 31, 1990.  Here incorporated by reference.*

          10(d)         Amendment to 1991 Stock Option Plan.  Previously
                        filed as an exhibit to the registrant's Form 10-K for
                        the year ended December 31, 1995.  Here incorporated
                        by reference.*

          10(e)         Lease for Main Office.  Previously filed as an
                        exhibit to registrant's Form 10-K for the year ended
                        December 31, 1991.  Here incorporated by reference.

          10(f)         Branch Purchase and Assumption Agreement.
                        Previously filed as an exhibit to registrant's Form
                        10-K for the year ended December 31, 1991.  Here
                        incorporated by reference.


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          10(g)         Branch Lease for Alma Supermarket Branch.
                        Previously filed as an exhibit to the registrant's Form
                        10-K for the year ended December 31, 1995.  Here
                        incorporated by reference.

          10(h)         Branch Lease for Midland Supermarket Branch.
                        Previously filed as an exhibit to the registrant's Form
                        10-K for the year ended December 31, 1995.  Here
                        incorporated by reference.

          13            Incorporated portions from 1997 Annual Report to
                        Shareholders.

          21            Subsidiary of Registrant.  Previously filed as an
                        exhibit to the registrant's Form S-4 filed January 22,
                        1988.  Here incorporated by reference.

          23            Consents of Independent Certified Public Accountants.

          27            Financial Data Schedule.

          The registrant will furnish a copy of any exhibit listed above to any
shareholder of the registrant without charge upon written request to Patrick
Duffy, Commercial National Financial Corporation, 101 North Pine River Street,
Ithaca, Michigan 48847.

          (b)  Reports on Form 8-K.

               On November 18, 1997 Commercial National Financial Corporation
               filed form 8-k for item 5 indicating that the board of directors
               of Commercial National Financial Corporation had appointed Mr.
               Jeffrey S. Barker as President and Chief Executive Officer of
               CNFC and Commercial Bank.

          (c)  Exhibits.

               See Item 14(a)(3)

          (d)  Financial Statement Schedules.

               There are no financial statement schedules required to be filed
               with this report.



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                                   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)

March 25, 1998                  By:  /s/ Jeffrey S. Barker
                                   ------------------------------------
                                Jeffrey S. Barker
                                President and Chief Executive Officer



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     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.

March 25, 1998                  /s/ Jeffrey S. Barker
                                ---------------------------------------------
                                Jeffrey S. Barker
                                Director, President and Chief Executive Officer
                                (Principal Executive Officer)

March 25, 1998                  /s/ Richard F. Abbott
                                ---------------------------------------------
                                Richard F. Abbott
                                Director

March 25, 1998                  /s/ Jefferson P. Arnold
                                ---------------------------------------------
                        Jefferson P. Arnold
                                Director

March 25, 1998                  /s/ Don J. Dewey
                                ---------------------------------------------
                        Don J. Dewey
                                Director

March 25, 1998                  /s/ David A. Ferguson
                                ---------------------------------------------
                        David A. Ferguson
                                Director

March 25, 1998                  /s/ Kenneth R. Luneack
                                ---------------------------------------------
                        Kenneth R. Luneack
                                Director

March 25, 1998                  /s/ Kim C. Newson
                                ---------------------------------------------
                        Kim C. Newson
                                Director

March 25, 1998                  /s/ Howard D. Poindexter
                                ---------------------------------------------
                        Howard D. Poindexter
                                Director

March 25, 1998                  /s/ Scott E. Sheldon
                                ---------------------------------------------
                        Scott E. Sheldon
                                Director

March 25, 1998                  /s/ Russell M. Simmet
                                ---------------------------------------------
                        Russell M. Simmet
                                Director

March 25, 1998                  /s/ Joseph B. Simon
                                ---------------------------------------------
                        Joseph B. Simon
                                Director

March 25, 1998                  /s/ Patrick G. Duffy
                                ---------------------------------------------
                        Patrick G. Duffy
                                (Principal Financial and Accounting Officer)


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\                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Number                                  Exhibit                                                               Page
------                                  -------                                                               ----
<S>     <C>                                                                                                   <C>

 3(a)   Restated Articles of Incorporation.  Previously filed as an exhibit to the registrant's                 *
        Form S-4 filed January 22, 1988.  Here incorporated by reference.

 3(b)   Bylaws.  Previously filed as an exhibit to the registrant's Form S-4 filed January                      *
        22, 1988.  Here incorporated by reference.

10(a)   Form of Indemnity Agreement.  Previously filed as an exhibit to the registrant's                        *
        Form S-4 filed January 22, 1988.  Here incorporated by reference.

10(b)   1989 Stock Option Plan.  Previously filed as an exhibit to the registrant's Form                        *
        10-K for the year ended December 31, 1988.  Here incorporated by reference.

10(c)   1991 Stock Option Plan.  Previously filed as an exhibit to the registrant's Form                        *
        10-K for the year ended December 31, 1990.  Here incorporated by reference.

10(d)   Amendment to 1991 Stock Option Plan.  Previously filed as an exhibit to the                             *
        registrant's Form 10-K for the year ended December 31, 1995.  Here incorporated
        by reference.

10(e)   Lease for Main Office.  Previously filed as an exhibit to registrant's Form 10-K                        *
        for the year ended December 31, 1991.  Here incorporated by reference.

10(f)   Branch Purchase and Assumption Agreement.  Previously filed as an exhibit to                            *
        registrant's Form 10-K for the year ended December 31, 1991.  Here incorporated
        by reference.

10(g)   Branch Lease for Alma Supermarket Branch.  Previously filed as an exhibit                               *
        to the registrant's Form 10-K for the year ended December 31, 1995.  Here
        incorporated by reference.

10(h)   Branch Lease for Midland Supermarket Branch.  Previously filed as an                                    *
        exhibit to the registrant's Form 10-K for the year ended December 31, 1995.
        Here incorporated by reference.

13      Incorporated Portions from 1997 Annual Report to Shareholders.                                          12

21      Subsidiary of Registrant.  Previously filed as an exhibit to the registrant's Form                      *
        S-4 filed January 22, 1988.  Here incorporated by reference.

23      Consents of Independent Certified Public Accountants.                                                   13

27      Financial Data Schedule.                                                                                14
</TABLE>


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*This exhibit is filed by incorporation by reference to a prior filing.

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