SECURITIES AND EXCHANGE COMMISSION
                     Washington, D. C.  20549

                            FORM 10-Q


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended           June 30, 2005
                                    _____________________________

                               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                  0-19214
                     ____________________________________________

                Union National Financial Corporation
________________________________________________________________
       (Exact name of registrant as specified in its charter)
           Pennsylvania                             23-2415179
 ___________________________________      _______________________
    (State of Incorporation)             (I.R.S. Employer ID No.)


  101 East Main Street, P.O. Box 567, Mount Joy, PA        17552

 ___________________________________________________     ________
     (Address of principal executive offices)            Zip Code

                            (717) 653 - 1441
_________________________________________________________________
           (Registrant's telephone number, including area code)

                             Not Applicable
_________________________________________________________________
           (Former name, former address, & former fiscal year,
                    if changed since last report)

     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 whether the registrant is an
accelerated filer (as defined in Rule 12b02 of the Exchange Act).
                                                   Yes [ ] No [X]
                                                   ______________

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
    2,509,668     shares of $.25 (par) common stock were
_________________
outstanding as of August 9, 2005
                  ______________

<PAGE>
                UNION NATIONAL FINANCIAL CORPORATION
                           10Q INDEX                       Page
                                                             #
 PART I    - FINANCIAL INFORMATION:                     _________
            _______________________

   Item 1 - Financial Statements

          - Consolidated Statements of Financial Condition    1

          - Consolidated Statements of Income                 2

          - Consolidated Statements of Comprehensive Income   2

          - Consolidated Statements of Cash Flows             3

          - Notes to Consolidated Financial Statements      4-6

  Item 2  - Management's Discussion and Analysis of Financial
            Condition and Results of Operations            7-18

  Item 3  - Quantitative and Qualitative Disclosures About
            Market Risk                                   18-19

  Item 4  - Controls and Procedures                          19

PART II   - OTHER INFORMATION
            _________________
  Item 1  - Legal Proceedings                                20

  Item 2  - Unregistered Sales of Equity Securities and
            Use of Proceeds                                  20

  Item 3  - Defaults Upon Senior Securities                  20

  Item 4  - Submission of Matters to a Vote of
            Security Holders                              20-21

  Item 5  - Other Information                                21

  Item 6  - Exhibits                                         21

Signature Page                                               22

 Exhibit 31.1 - Certification of Principal Executive
                Officer Pursuant to Exchange Act Rules
                13a-14(a)/15d-14(a) as Added by
                Section 302 of the Sarbanes-Oxley Act
                of 2002                                   23-24

 Exhibit 31.2 - Certification of Principal Financial
                Officer Pursuant to Exchange Act Rules
                13a-14(a)/15d-14(a) as Added by
                Section 302 of the Sarbanes-Oxley Act
                of 2002                                   25-26

 Exhibit 32  -  Certification of Principal Executive
                Officer and Principal Financial Officer
                Pursuant to 18 U.S.C. Section 1350 as
                Added by Section 906 of the Sarbanes-
                Oxley Act of 2002                         27-28


<PAGE>

                   PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

<TABLE>
Union National Financial Corporation
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<CAPTION>
(Dollars in thousands, except per share data)6/30/05   12/31/04
                                           (Unaudited) (Audited)
                                            _____________________
<S>                                            <C>        <C>
ASSETS

Cash and Due from Banks                     $  10,749  $   9,803
Interest-Bearing Deposits in Other Banks          149         40
                                            _____________________
  Total Cash and Cash Equivalents              10,898      9,843

Investment Securities Available-for-Sale      111,196    103,490
Loans Held for Sale                               143        232

Loans and Leases(Net of Unearned Income)      282,558    263,001
Less: Allowance for Loan and Lease Losses      (2,561)    (2,288)
                                            _____________________
   Net Loans and Leases                       279,997    260,713

Premises and Equipment - Net                    6,540      6,517
Restricted Investment in Bank Stocks            5,006      4,961

Bank-Owned Life Insurance                       9,692      9,487
Other Assets                                    4,565      4,047
                                            _____________________
   TOTAL ASSETS                             $ 428,037  $ 399,290
                                            =====================
LIABILITIES

Deposits:
 Noninterest-Bearing                        $  42,545  $  37,590
 Interest-Bearing                             242,916    228,380
                                            _____________________
    Total Deposits                            285,461    265,970

Short-Term Borrowings                          12,489      4,524
Long-Term Debt                                 89,017     88,630
Junior Subordinated Debentures                 11,341     11,341
Other Liabilities                               2,250      1,972
                                            _____________________
    TOTAL LIABILITIES                         400,558    372,437

STOCKHOLDERS' EQUITY

Common Stock (Par Value $.25 per share)           735        698
  Shares: Authorized - 20,000,000; Issued -
  2,939,883 in 2005 (2,772,657 in 2004)
  Outstanding - 2,511,930 in 2005 (2,412,166
  in 2004)
Surplus                                        12,930      9,570
Retained Earnings                              21,706     23,644
Accumulated Other Comprehensive Income            611        581
Treasury Stock - 427,953 shares in
 2005 (360,491 in 2004), at cost               (8,503)    (7,640)
                                            _____________________
    TOTAL STOCKHOLDERS' EQUITY                 27,479     26,853
                                            _____________________
    TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                  $ 428,037  $ 399,290
                                            =====================

The accompanying notes are an integral part of the
consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
Union National Financial Corporation
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<CAPTION>
(Dollars in thousands, except per share data)
                                     Three Months Ended June 30,
                                     ____________________________
                                          2005           2004
                                     ____________________________
<S>                                       <C>             <C>
INTEREST INCOME
Interest and Fees on Loans and
  Leases                             $    4,501     $    3,720
Investment Securities:
  Taxable Interest                          889            730
  Tax-Exempt Interest                       309            281
  Dividends                                  56             27
Other                                         8              1
                                     ____________________________
 Total Interest Income                    5,763          4,759

INTEREST EXPENSE
Deposits                                  1,124            716
Short-Term Borrowings                        68             21
Long-Term Debt                              889            765
Junior Subordinated Debentures              165             84
                                     ____________________________
   Total Interest Expense                 2,246          1,586
                                     ____________________________
   Net Interest Income                    3,517          3,173

PROVISION for LOAN and LEASE LOSSES         144             99
                                     ____________________________
Net Interest Income after Provision
  for Loan and Lease Losses               3,373          3,074

OTHER OPERATING INCOME
Income from Fiduciary Activities             72             43
Service Charges on Deposit Accounts         411            389
Other Service Charges, Commissions,
  Fees                                      226            177
Alternative Investment Sales
  Commissions                               193            149
Investment Securities Gains                  14             77
Mortgage Banking Activities                  61             55
Earnings from Bank-Owned Life
  Insurance                                 101             91
Other Income                                 66             43
                                     ____________________________
    Total Other Operating Income          1,144          1,024

OTHER OPERATING EXPENSES
Salaries and Wages                        1,472          1,387
Retirement Plan and Other
  Employee Benefits                         408            341
Net Occupancy Expense                       219            191
Furniture and Equipment Expense             179            166
Professional Fees                           152            121
Data Processing Services                    178            161
Pennsylvania Shares Tax                      77             71
Advertising and Marketing Expenses          134            117
ATM Processing Expenses                      90             76
Other Operating Expenses                    564            503
                                     ____________________________
    Total Other Operating Expenses        3,473          3,134
                                     ____________________________
    Income before Income Taxes            1,044            964

PROVISION for INCOME TAXES                  185            172
                                     ____________________________
    NET INCOME for PERIOD            $      859     $      792
                                     ============================
PER SHARE INFORMATION
 Net Income for Period - Basic       $     0.34     $     0.31
 Net Income for Period - Assuming
  Dilution                                 0.34           0.31
 Cash Dividends                           0.152          0.152

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED)

Net Income for Period                $      859     $      792
Other Comprehensive Income, Net of Tax:
 Unrealized Holding Gains/(Losses)
  on Investment Securities
  Available-for-Sale Arising During
  Period                                    858         (1,674)
Reclassification Adjustment for Gains
   Included in Net Income                    (9)           (50)
                                     ____________________________
Total Other Comprehensive Income/
  (Loss)                                    849         (1,724)
                                     ____________________________
COMPREHENSIVE INCOME/(LOSS)
  for PERIOD                         $    1,708     $     (932)
                                     ============================
The accompanying notes are an integral part of the consolidated
financial statements.

Union National Financial Corporation
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<CAPTION>
(Dollars in thousands, except per share data)
                                       Six Months Ended June 30,
                                     ____________________________
                                          2005           2004
                                     ____________________________
<S>                                       <C>             <C>
INTEREST INCOME
Interest and Fees on Loans and
  Leases                             $    8,816     $    7,392
Investment Securities:
  Taxable Interest                        1,738          1,465
  Tax-Exempt Interest                       602            569
  Dividends                                 111             45
Other                                         9              3
                                     ____________________________
 Total Interest Income                   11,276          9,474

INTEREST EXPENSE
Deposits                                  2,058          1,448
Short-Term Borrowings                       116             32
Long-Term Debt                            1,688          1,540
Junior Subordinated Debentures              318            168
                                     ____________________________
   Total Interest Expense                 4,180          3,188
                                     ____________________________
   Net Interest Income                    7,096          6,286

PROVISION for LOAN and LEASE LOSSES         268            156
                                     ____________________________
Net Interest Income after Provision
  for Loan and Lease Losses               6,828          6,130

OTHER OPERATING INCOME
Income from Fiduciary Activities            143            114
Service Charges on Deposit Accounts         770            751
Other Service Charges, Commissions,
  Fees                                      410            318
Alternative Investment Sales
  Commissions                               363            298
Investment Securities Gains                  35            164
Mortgage Banking Activities                 107            122
Earnings from Bank-Owned Life
  Insurance                                 205            188
Other Income                                120             60
                                     ____________________________
    Total Other Operating Income          2,153          2,015

OTHER OPERATING EXPENSES
Salaries and Wages                        2,913          2,718
Retirement Plan and Other
  Employee Benefits                         887            716
Net Occupancy Expense                       447            410
Furniture and Equipment Expense             352            332
Professional Fees                           324            282
Data Processing Services                    351            326
Pennsylvania Shares Tax                     115            126
Advertising and Marketing Expenses          209            188
ATM Processing Expenses                     176            149
Other Operating Expenses                  1,169          1,017
                                     ____________________________
    Total Other Operating Expenses        6,943          6,264
                                     ____________________________
    Income before Income Taxes            2,038          1,881

PROVISION for INCOME TAXES                  357            316
                                     ____________________________
    NET INCOME for PERIOD            $    1,681     $    1,565
                                     ============================
PER SHARE INFORMATION
 Net Income for Period - Basic       $     0.67     $     0.62
 Net Income for Period - Assuming
  Dilution                                 0.65           0.60
 Cash Dividends                           0.305          0.305

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED)

Net Income for Period                $    1,681     $    1,565
Other Comprehensive Income, Net of Tax:
 Unrealized Holding Gains/(Losses)
  on Investment Securities
  Available-for-Sale Arising During
  Period                                     53         (1,211)
Reclassification Adjustment for Gains
   Included in Net Income                   (23)          (108)
                                     ____________________________
Total Other Comprehensive Income/
  (Loss)                                     30         (1,319)
                                     ____________________________
COMPREHENSIVE INCOME/(LOSS)
  for PERIOD                         $    1,711     $      246
                                     ============================
The accompanying notes are an integral part of the consolidated
financial statements.

</TABLE>

<PAGE>

<TABLE>

Union National Financial Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>
                                     Six Months Ended June 30,
                                   ____________________________
       (In thousands)                   2005            2004
                                   ____________________________
<S>                                       <C>             <C>
CASH FLOWS from OPERATING ACTIVITIES
Net Income                           $     1,681    $    1,565
Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities:
Depreciation and Amortization                457           451
Provision for Loan and Lease Losses          268           156
Net Amortization of Investment
  Securities' Premiums                       470           630
Investment Securities Gains                  (35)         (164)
Provision for Deferred Income Taxes          150           (54)
Earnings from Bank-Owned Life
  Insurance                                 (205)         (188)
Gains on Loans Sold                          (59)          (68)
Proceeds from Sales of Loans               2,871         2,829
Loans Originated for Sale                 (2,723)       (2,938)
Increase in Accrued Interest
  Receivable                                (122)          (52)
Increase in Other Assets                    (629)         (200)
Increase in Other Liabilities                278           114
                                     ____________________________
   Net Cash Provided by
     Operating Activities                  2,402         2,081


CASH FLOWS from INVESTING ACTIVITIES
Proceeds from Sales of
   Available-for-Sale Securities           6,452        14,223
Proceeds from Maturities of
   Available-for-Sale Securities           8,987         7,683
Purchases of Available-for-Sale
   Securities                            (23,534)      (20,561)
Net Purchases of Restricted
   Investments in Bank Stocks                (45)         (459)
Net Loans and Leases Made to Customers   (19,552)      (21,069)
Purchases of Premises and Equipment         (374)         (457)
Purchase of Bank-Owned Life Insurance          -        (1,300)
                                     ____________________________

   Net Cash Used in
     Investing Activities                (28,066)      (21,940)

CASH FLOWS from FINANCING ACTIVITIES
Net Increase in Demand Deposits
 and Savings Accounts                      6,691        15,456
Net Increase in Time Deposits             12,800         3,418
Net Increase/(Decrease) in
  Short-Term Borrowings                    7,965        (1,330)
Proceeds from Issuance of
  Long-Term Debt                          15,837        10,740
Payment on Long-Term Debt                (15,450)       (4,587)
Acquisition of Treasury Stock               (863)       (1,687)
Issuance of Common Stock                     513           296
Cash Dividends Paid                         (774)         (777)
                                     ____________________________
   Net Cash Provided by Financing
   Activities                             26,719        21,529
                                     ____________________________
Net Increase in Cash and
  Cash Equivalents                         1,055         1,670

CASH and CASH EQUIVALENTS -
  Beginning of Year                        9,843         8,679
                                     ____________________________
CASH and CASH EQUIVALENTS -
  End of Period                      $    10,898    $   10,349
                                     ============================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Payments for:
  Interest                            $    3,918    $    3,129
  Income Taxes                               415           200

The accompanying notes are an integral part of the consolidated
financial statements.

</TABLE>

<PAGE>

            UNION NATIONAL FINANCIAL CORPORATION
                  MOUNT JOY, PENNSYLVANIA
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The information contained in this interim report is unaudited
and subject to year-end audit.  However, in the opinion of
management, the information reflects all adjustments necessary to
present fairly the financial condition and results of operations
for the periods presented.  All such adjustments were of a
normal, recurring nature. All material intercompany transactions
have been eliminated in consolidation.  The results of operations
for the six-month period ended June 30, 2005, are not necessarily
indicative of the results to be expected for the full year.

2. These statements should be read in conjunction with notes to
the consolidated financial statements contained in the 2004
Annual Report to Stockholders.

3. All share and per share computations include the retroactive
effect of stock dividends.  This includes the 5% stock dividend
declared by the board of directors on April 21, 2005, payable on
May 20, 2005, to stockholders of record on May 5, 2005.  A total
of 120,424 shares were issued on May 20, 2005, under the 5% stock
dividend.  The weighted-average number of shares of common stock
outstanding was as follows:

<TABLE>

<CAPTION>                         Basic     Assuming Dilution
                                  _____     _________________
<S>                               <C>              <C>
   Three months ended:
        June 30, 2005           2,525,983        2,562,763
        June 30, 2004           2,524,631        2,577,104
   Six months ended:
        June 30, 2005           2,523,906        2,568,133
        June 30, 2004           2,544,081        2,594,736

</TABLE>

4. As permitted by SFAS No. 123, Union National accounts for
stock-based compensation in accordance with Accounting Principles
Board Opinion (APB) No. 25.  Under APB No. 25, no compensation
expense is recognized in the income statement related to any
options granted under Union National's stock option plans.  The
pro forma impact to net income and earnings per share that would
occur if compensation expense was recognized, based on the
estimated fair value of the options on the date of the grant, is
as follows:

<TABLE>

<CAPTION>

                                   Three Months    Six Months
                                  Ended June 30,  Ended June 30,
                                  ______________  ______________
                                   2005    2004    2005    2004
                                  ______  ______  ______  ______
(In thousands, except per share data)
<S>                                 <C>     <C>     <C>     <C>
Net Income - As Reported          $  859  $  792  $1,681  $1,565
Less: Stock Based Compensation
  Cost                                (8)    (33)     (8)    (57)
                                  ______  ______  ______  ______
Net Income - Pro Forma            $  851  $  759  $1,673  $1,508
                                  ======  ======  ======  ======

Net Income Per Share:
  As Reported (Basic)             $ 0.34  $ 0.31  $ 0.67  $ 0.62
  As Reported (Assuming Dilution)   0.34    0.31    0.65    0.60
  Pro Forma (Basic)                 0.34    0.30    0.66    0.59
  Pro Forma (Assuming Dilution)     0.33    0.29    0.65    0.58

</TABLE>

5. Union National does not issue any guarantees that would
require liability recognition or disclosure, other than its
standby letters of credit.  Standby letters of credit written are
conditional commitments issued by Union National to guarantee the
performance of a customer to a third party.  Generally, all
letters of credit, when issued, have expiration dates within one
year.  The credit risk involved in issuing letters of credit is
essentially the same as those that are involved in extending loan
facilities to customers.  Union National generally holds
collateral and/or personal guarantees supporting these
commitments.  Union National had outstanding standby letters of
credit of $4,006,000 as of June 30, 2005, and $4,503,000 as of
December 31, 2004.  Management believes that the proceeds
obtained through a liquidation of collateral and the enforcement
of guarantees would be sufficient to cover the potential amount
of future payments required under the corresponding guarantees.
The amount of the liability as of June 30, 2005, and December 31,
2004, for guarantees under standby letters of credit issued is
not material.

6. Subsequent to the end of the second quarter, Home Team
Financial, LLC, a new mortgage

<PAGE>

company subsidiary of Union National Community Bank, began
operations.  Home Team Financial, LLC offers mortgage brokerage
services in several different states.  It is anticipated that
under the authority of Union National Community Bank's national
charter, Home Team Financial will expand into additional states
and will also commence mortgage banking operations in addition to
offering mortgage brokerage services.

Home Team Financial was formed along with John Neihart and Kevin
Glackin who previously owned and operated Home Team Mortgage,
Inc.  Home Team Financial acquired certain assets of Home Team
Mortgage and the employees of Home Team Mortgage became employees
of Home Team Financial.  Mr. Neihart and Mr. Glackin together
have a 2% ownership interest in Home Team Financial, but in
accordance with various agreements they will initially receive a
greater percentage of the profits of Home Team Financial.  Union
National will begin to buy Mr. Neihart's and Mr. Glackin's
interests in the company in 2011 and will complete this purchase
over a total five-year period of time.  Mr. Neihart's and Mr.
Glackin's ownership interests and net profit distributions will
be gradually reduced over the buyout period.  The acquisition of
their interests will be at amounts based on the future earnings
of the company.  The buyout payments are not expected to have a
significant impact on the financial condition of Union National.

7. In May 2005, the Financial Accounting Standards Board (FASB)
issued Statement No. 154, "Accounting Changes and Error
Corrections". Statement No. 154 requires retroactive application
of a voluntary change in accounting principle to prior period
financial statements unless it is impracticable.  Statement No.
154 also requires that a change in method of depreciation,
amortization or depletion for long-lived, non-financial assets be
accounted for as a change in accounting estimate that is affected
by a change in accounting principle.  SFAS 154 replaces APB
Opinion 20, "Accounting Changes", and Statement No. 3, "Reporting
Accounting Changes in Interim Financial Statements".  Statement
No. 154 will be effective for accounting changes and corrections
of errors made in fiscal years beginning after December 15, 2005.
It is currently anticipated that the adoption of the provisions
of Statement No. 154 will not have a material impact on Union
National's consolidated financial statements.

In December 2004, the FASB issued Statement No. 123(R), "Share-
Based Payment."  Statement No. 123(R) addresses the accounting
for share-based payment transactions in which an enterprise
receives employee services in exchange for (a) equity instruments
of the enterprise or (b) liabilities that are based on the fair
value of the enterprise's equity instruments or that may be
settled by the issuance of such equity instruments.  Statement
No. 123(R) requires an entity to recognize the grant-date fair-
value of stock options and other equity-based compensation issued
to employees in the income statement.  The revised statement
generally requires that an entity account for those transactions
using the fair-value-based method, and eliminates the intrinsic
value method of accounting in APB Opinion No. 25, "Accounting for
Stock Issued to Employees," which was permitted under Statement
No. 123, as originally issued.  The revised statement also
requires entities to disclose information about the nature of the
share-based payment transactions and the effects of those
transactions on the financial statements.

On April 14, 2005, the Securities and Exchange Commission ("SEC")
adopted a new rule that amends the compliance dates for Statement
No. 123(R).  Under the new rule, Union National is required to
adopt SFAS No. 123(R) in the first annual period beginning after
June 15, 2005.  Union National has not yet determined the method
of adoption or the effect of adopting SFAS No. 123(R), and it has
not determined whether the adoption will result in amounts that
are similar to the current pro forma disclosures under SFAS No.
123.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107
("SAB No. 107"), "Share-Based Payment", providing guidance on
option valuation methods, the accounting for income tax effects
of share-based payment arrangements upon adoption of SFAS No.
123(R), and the disclosures in MD&A subsequent to the adoption.
Union National will provide SAB No. 107 required disclosures upon
adoption of SFAS No. 123(R).

In March 2004, the SEC released Staff Accounting Bulletin (SAB)
No. 105, "Application of Accounting Principles to Loan
Commitments."  SAB 105 provides guidance about the measurements
of loan commitments recognized at fair value under FASB Statement
No. 133, "Accounting for Derivative Instruments and Hedging
Activities."  SAB 105 also requires

<PAGE>

companies to disclose their accounting policy for those loan
commitments including methods and assumptions used to estimate
fair value and associated hedging strategies.  SAB 105 is
effective for all loan commitments accounted for as derivatives
that are entered into after June 30, 2004.  The adoption of SAB
105 did not have a material effect on Union National's
consolidated financial statements.

<PAGE>

  Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS

The following is management's discussion and analysis of the
significant changes in the results of operations, capital
resources and liquidity presented in the accompanying
consolidated financial statements for Union National Financial
Corporation, a bank holding company, and its wholly-owned
subsidiary, Union National Community Bank.  Union National's
consolidated financial condition and results of operations
consist almost entirely of the bank's financial condition and
results of operations.  Union National's trust subsidiaries,
Union National Capital Trust I and Union National Capital Trust
II, were established during December 2003 and October 2004,
respectively, for the purpose of issuing $11,000,000 of trust
capital securities.  This discussion should be read in
conjunction with the 2004 Annual Report.  Current performance
does not guarantee, assure or indicate similar performance in the
future.

We have made forward-looking statements in this document, and in
documents that we incorporate by reference, that are subject to
risks and uncertainties.  Forward-looking statements include the
information concerning possible or assumed future results of
operations of Union National Financial Corporation, Union
National Community Bank or the combined company.  When we use
words such as "believes," "expects,"  "anticipates" or similar
expressions, we are making forward-looking statements.

Stockholders should note that many factors, some of which are
discussed elsewhere in this document and in the documents that we
incorporate by reference, could affect the future financial
results of Union National Financial Corporation, Union National
Community Bank or the combined company and could cause those
results to differ materially from those expressed in our forward-
looking statements contained or incorporated by reference in this
document.  These factors include the following:
   *  operating, legal and regulatory risks;
   *  economic, political and competitive forces; and
   *  the risk that our analyses of these risks and forces could
      be incorrect and/or that the strategies developed to
      address them could be unsuccessful.
Union National undertakes no obligation to publicly revise or
update these forward-looking statements to reflect events or
circumstances that arise after the date of this report.  Readers
should carefully review the risk factors described in other
documents that Union National periodically files with the
Securities and Exchange Commission.

Critical Accounting Policies
____________________________

The reporting of Union National's financial condition and results
of operations is impacted by the application of accounting
policies by management.  Certain accounting policies are
particularly sensitive and require significant judgments,
estimates and assumptions to be made by management in matters
that are inherently uncertain.

Union National's provision for loan and lease losses and the
level of the allowance for loan and lease losses involve
significant estimates by management in evaluating the adequacy of
the allowance for loan and lease losses.  The allowance for loan
and lease losses is increased by a charge to the provision for
loan and lease losses.  Management's evaluation is based on Union
National's past loan loss experience, known and inherent risks in
the portfolio, adverse situations that may affect the borrower's
ability to repay (including the timing of future payments), the
estimated value of any underlying collateral, composition of the
loan and lease portfolio, current economic conditions and other
relevant factors.  While management uses available information to
make such evaluations, future adjustments to the allowance and
the provision for loan and lease losses may be necessary if
economic conditions or loan credit quality differ substantially
from the assumptions used in making the evaluation.

Union National carries all of its investments at fair value with
any unrealized gains or losses reported net of tax as an
adjustment to stockholders' equity.  Based on management's
assessment, at June 30, 2005, Union National did not hold any
security that had a fair value decline that is currently expected
to be other than temporary.  Consequently, any declines in a
specific security's fair value below amortized cost have

<PAGE>

not been provided for in the income statement.  Union National's
ability to fully realize the value of its investment in various
securities, including corporate debt securities, is dependent on
the underlying creditworthiness of the issuing organization.

As permitted by SFAS No. 123, Union National accounts for stock-
based compensation in accordance with Accounting Principles Board
Opinion (APB) No. 25.  Under APB No. 25, no compensation expense
is recognized in the income statement related to any options
granted under Union National's stock option plans.  The pro forma
impact to net income and earnings per share that would occur if
compensation expense was recognized, based on the estimated fair
value of the options on the date of the grant, is disclosed in
the notes to the consolidated financial statements.  In December
2004, the Financial Accounting Standards Board (FASB) issued
Statement No. 123 (R), "Share-Based Payment."  Generally,
Statement No. 123(R) eliminates the accounting provisions of APB
No. 25 and requires the fair-value of stock options to be
reflected in the income statement as an expense.  Statement No.
123(R) will be effective for Union National in the first quarter
of 2006.  Union National is currently evaluating the impact of
the adoption of this pronouncement in light of its current stock-
based compensation programs and anticipated future plans.  See
Note 6 for additional information.

Results of Operations
_____________________

Overview

Consolidated net income for the three months ended June 30, 2005,
was $859,000, an increase of 8.5% as compared to consolidated net
income of $792,000 for the same period of 2004. Basic and diluted
earnings per share for the three months ended June 30, 2005,
amounted to $0.34, as compared to basic and diluted earnings per
share of $0.31 for the three months ended June 30, 2004.  For the
six months ended June 30, 2005, consolidated net income was
$1,681,000, an increase of 7.4% as compared to consolidated net
income of $1,565,000 for the same period of 2004. Basic earnings
per share for the six months ended June 30, 2005, amounted to
$0.67 and diluted earnings per share amounted to $0.65, as
compared to basic earnings per share of $0.62 and diluted
earnings per share of $0.60 for the same period of 2004.

The following items impacted the results of operations for the
three months and six months ended June 30, 2005, as compared to
the same periods of 2004:
   *  Net income increased due to an increase in net interest
      income that was largely a result of growth in average
      earning assets, which was funded by increased deposits and
      borrowings.  For the three months ended June 30, 2005, net
      interest income (on a taxable equivalent basis) increased
      by $361,000, or 10.7%, as compared to the same period of
      2004 and for the six months ended June 30, 2005, net
      interest income increased by $823,000, or 12.3%, as
      compared to the same period of 2004.
   *  Net income increased due to an increase in other operating
      income.  Excluding investment securities gains, other
      operating income increased 19.3% for the three months and
      14.4% for the six months ended June 30, 2005, as compared
      to the same periods of 2004.
   *  Net income decreased due to a decrease in gains on the sale
      of investment securities.
   *  Net income decreased due to an increase in the provision
      for loan and lease losses.
   *  Net income decreased due to an increase in other operating
      expenses.  For the three months ended June 30, 2005, other
      operating expenses increased by $339,000, or 10.8%, as
      compared to the same period of 2004 and for the six months
      ended June 30, 2005, other operating expenses increased by
      $679,000, or 10.8%, as compared to the same period of 2004.
      The increase in operating expenses primarily related to key
      strategic initiatives which included key additions to our
      sales team and support staff.
The above items are quantified and discussed in further detail
under their respective sections below.

Net income as a percent of average stockholders' equity, also
known as return on average equity (ROE) and net income as a
percent of average realized stockholders' equity, which

<PAGE>

excludes the impact of accumulated other comprehensive
income/(loss), were as follows on an annualized basis:

<TABLE>
<CAPTION>

            Three Months Ended June 30, Six Months Ended June 30,
            ___________________________ _________________________
               2005             2004       2005           2004
            __________       __________ __________     __________
<S>            <C>              <C>        <C>            <C>

ROE           12.38%           12.42%     12.45%         11.87%
ROE
 (Realized
  Equity)     12.59%           12.53%     12.60%         12.20%

</TABLE>
For Union National, accumulated other comprehensive income/(loss)
is the amount of unrealized gains or losses on available-for-sale
investment securities, net of tax.

Management currently expects relatively strong growth in loans
and leases and deposits for the remainder of 2005.  It is
expected that loan and deposit growth will be driven largely by
the acquisition of new commercial and agricultural business
relationships.  The expansion of our commercial and agricultural
banking business continues to be a strategic focus for Union
National.  Management also continues to develop and promote
additional loan and deposit products, to implement various sales
strategies and to offer incentives to employees to generate loan
and deposit growth.  In addition, Union National recently
established a leasing department to augment the other commercial
products and services that are currently offered.  As of June 30,
2005, leases outstanding totaled $221,000.

During the first six months of 2005, Union National experienced
strong commercial loan demand and moderate growth in consumer
loans.  Offsetting these increases were decreases in residential
mortgage balances as well as a decline in the balances of
purchased residential mortgage and consumer loans.  Overall loan
balances have increased by $19,557,000 since the beginning of
2005.

The economy in the bank's market may be negatively impacted by
national events and may be subject to overall national economic
trends.  The overall effects of past economic conditions, as well
as other factors, can be seen by a mild lessening of certain
borrowers' financial strength.  Management is monitoring these
general and specific trends closely.  Their various effects are
discussed later under the section on Credit Risk and Loan
Quality.

Net Interest Income

Net interest income is the amount by which interest income on
loans, leases and investments exceeds interest incurred on
deposits and borrowings.  Net interest income is Union National's
primary source of revenue.  The amount of net interest income is
affected by changes in interest rates and by changes in the
volume and mix of interest-sensitive assets and liabilities.

For analytical and discussion purposes, net interest income and
corresponding yields are presented on a taxable equivalent basis.
Income from tax-exempt assets, primarily loans to or securities
issued by state and local governments, is adjusted by an amount
equivalent to the federal income taxes which would have been paid
if the income received on these assets was taxable at the
statutory rate of 34%.

As an additional source of funding for asset growth, management
has utilized advances from the Federal Home Loan Bank of
Pittsburgh (FHLB).  As of June 30, 2005, the bank had outstanding
long-term advances of $89,017,000 and short-term advances of
$2,180,000 from its available credit of $163,515,000 at the FHLB
for purposes of funding loan demand and security purchases.  The
long-term advances have maturities that range from August 2005 to
December 2013.  Total FHLB advances outstanding at June 30, 2005,
represent an increase of $8,650,000 from June 30, 2004, and the
average interest rate on these borrowings has increased to 3.99%
from 3.71% at June 30, 2004.

During 2003 and 2004, Union National obtained net funding of
$11,000,000 from the issuance of junior subordinated debentures
to trust subsidiaries that then issued trust capital securities.
In December 2003, $8,000,000 of net funding was obtained through
the issuance of floating-rate debentures that provide for
quarterly distributions at a variable annual coupon rate, reset
quarterly, based on three-month LIBOR plus 2.85%.  The coupon
rate was 6.06% at June 30, 2005, and 4.02% at June 30, 2004.  In
October 2004, $3,000,000 of net funding was obtained through the
issuance of debentures that are at a fixed rate of 5.28% for an
initial period of approximately three years.  The debentures have
a 30-year

<PAGE>

maturity, but are callable by Union National, at par, after 5
years.  Union National used the net proceeds from this offering
to fund an additional $7,000,000 capital investment in Union
National Community Bank to fund its operations and future growth.
Union National used the balance of the funding for the repurchase
of common stock and general corporate purposes.  The terms and
amounts of the FHLB borrowings and the issuance of the junior
subordinated debentures, when combined with Union National's
overall balance sheet structure, maintain Union National within
its interest rate risk policies.

In comparing the three months ended June 30, 2005, to the same
period of 2004, average earning assets increased by 14.7%.  This
growth in average earning assets was funded primarily by
increased deposit balances and additional borrowings.  The net
effect of volume growth in average earning assets and interest-
bearing liabilities was to increase net interest income by
$460,000.

The overall interest rate on the average total earning assets for
the three months ended June 30, 2005, was 6.14%, as compared to
5.83% for the same period of last year.  The overall interest
rate on the average interest-bearing liabilities was 2.57% for
the three months ended June 30, 2005, and 2.11% for the three
months ended June 30, 2004.  The net effect of these interest
rate changes was to decrease net interest income in the amount of
$99,000 for the three months ended June 30, 2005, over the same
period of 2004.  The net interest margin percentage for the three
months ended June 30, 2005, was 3.83%, as compared to 3.96% for
the same period of 2004.

In comparing the six months ended June 30, 2005, to the same
period of 2004, the net effect of volume growth in average
earning assets and interest-bearing liabilities increased net
interest income by $931,000.  Average earning assets increased by
14.6% for the six months ended June 30, 2005, as compared to the
same period of 2004.

The overall interest rate on the average total earning assets for
the six months ended June 30, 2005, was 6.11%, as compared to
5.91% for the same period of last year.  The overall interest
rate on the average interest-bearing liabilities was 2.45% for
the six months ended June 30, 2005, and 2.15% for the six months
ended June 30, 2004.  The net effect of these interest rate
changes was to decrease net interest income in the amount of
$108,000 for the six months ended June 30, 2005, over the same
period of 2004.  The net interest margin percentage for the six
months ended June 30, 2005, was 3.92%, as compared to 4.00% for
the same period of 2004.

For the remainder of 2005, it is currently anticipated that Union
National's net interest margin percentage will be slightly lower
than current levels.  However, income from growth in earning
assets which occurred during the last six months of 2004 and the
first six months of 2005, net of costs resulting from growth in
deposits and borrowings, should increase net interest income for
the remainder of 2005 in comparison to the same period of 2004.
The netting of these two factors, as reflected in Union
National's current simulation model and estimates as of June 30,
2005, may result in net interest income for the remainder of 2005
that reflects a moderate increase over the net interest income
earned during the same period of 2004.  Expected growth in
earning assets during the remainder of 2005 should also increase
Union National's net interest earnings.  This expected growth was
not reflected in the model at June 30, 2005.  Union National's
net interest income may be impacted by future actions of the
Federal Reserve Bank.
Union National's current net interest income simulation model
includes an investment in BOLI that had a value of $9,692,000 at
June 30, 2005.  This is a financial transaction reflected in the
net interest margin of the model, but for financial reporting
purposes the increase in the cash surrender value of the life
insurance is recorded as other noninterest income.  Although the
effective interest rate impact of expected cash flows on
investments and of renewing certificates of deposit can be
reasonably estimated at current interest rate levels, the yield
curve during 2005, the options selected by customers and the
future mix of the loan, investment and deposit products in the
bank's portfolios may significantly change the estimates used in
the simulation models.  See discussions on Liquidity and Market
Risk - Interest Rate Risk.

Provision for Loan and Lease Losses

<PAGE>

The loan and lease loss provision is an estimated expense charged
to earnings to provide for losses attributable to uncollectible
loans and leases.  The provision is based on management's
analysis of the adequacy of the allowance for loan and lease
losses.  The provision for loan and lease losses was $144,000 for
the three months ended June 30, 2005, as compared to $99,000 for
the three months ended June 30, 2004.  For the six-month period,
the provision for loan and lease losses was $268,000, as compared
to $156,000 for the same period of 2004.  For the three months
ended June 30, 2005, Union National had net charge-offs of
$13,000 and for the same period of 2004 there were net charge-
offs of $5,000.  For the six months ended June 30, 2005, Union
National had net recoveries that amounted to $5,000 as compared
to net charge-offs of $10,000 for the same period of 2004.  The
increased provision for loan and lease losses in 2005 can be
primarily attributed to growth in outstanding loan and lease
balances.  Future adjustments to the allowance, and consequently
the provision for loan and lease losses, may be necessary if
economic conditions or loan credit quality differ substantially
from the assumptions used in making management's evaluation of
the level of the allowance for loan and lease losses as compared
to the balance of outstanding loans and leases.  See discussion
on Loan Quality/Allowance for Loan and Lease Losses.

Other Operating Income

Other operating income (excluding investment securities gains)
for the three months ended June 30, 2005, was $1,130,000,
representing an increase of $183,000 or 19.3%, from the same
period of 2004. For the six months ended June 30, 2005, other
operating income increased by $267,000, or 14.4%, as compared to
the same period of 2004.

The increase in other operating income was primarily a result of
the following increases in income in comparing the periods ending
June 30, 2005, to the same periods of 2004:

<TABLE>
<CAPTION>
                             Increases in Other Operating Income
                                       Three Months   Six Months
                                       ____________   __________
<S>                                         <C>          <C>

    Income from Fiduciary Activities     $   29,000   $   29,000
    Service Charges on Deposit Accounts      22,000       19,000
    Alternative Investment Sales Commissions 44,000       65,000
    Debit Card Interchange Income            21,000       52,000
    Letter of Credit Fees                    29,000       25,000
    Merchant Credit Card Fee Income           7,000       22,000
    Earnings from Bank-Owned Life Insurance  10,000       17,000

</TABLE>

The increase in service charges on deposit accounts is primarily
from increased insufficient funds charges related to Union
National's "Overdraft Privilege" product.

Investment securities gains declined by $63,000 in the second
quarter of 2005 and by $129,000 in the first six months of 2005,
as compared to same periods of 2004.

Other Operating Expenses

The aggregate of other operating expenses increased by $339,000,
or 10.8%, for the three months ended June 30, 2005, as compared
to the same period of 2004. For the six months ended June 30,
2005, other operating expenses increased by $679,000, or 10.8%.
The increases in other operating expenses are discussed below as
they pertain to the various expense categories.

Salaries and wages increased by $85,000 in the second quarter of
2005 and by $195,000 for the first six months of 2005 in
comparison to the same periods of 2004.  This increase was
essentially due to sales and support staff additions and annual
merit and cost-of-living increases.

For the second quarter and the first six months of 2005 in
comparison to the same periods of last year, employee benefit
costs increased by $67,000 and $171,000, respectively.  Increased
employee benefit costs related to increased staff and salary
levels and increased health insurance premiums.

Occupancy and furniture and equipment expenses increased by
$41,000 for the second quarter of 2005 and by $57,000 for the
first six months of 2005 in comparison to the same periods

<PAGE>

of 2004.  These increases related primarily to a new commercial
banking office that was opened in March 2004 and additional
office space that was leased to accommodate our growing
commercial and business banking group and their support staff.
There was also expense in 2005 related to land lease payments for
a property that will be utilized for a future retail branch
expansion.

Professional fees increased by $31,000 for the second quarter of
2005 and by $42,000 for the first six months of 2005 in
comparison to the same periods of 2004.  Increased professional
fees expense was primarily a result of increased legal and
consulting fees relating to various strategic initiatives.

There was also an increase in expense related to Union National's
"Cash Back Checking" account.  With this account customers can
earn cash back of up to 0.7% of debit card purchases during a
month.  Cash payments to customers increased by $11,000 for the
three months ended June 30, 2005, and by $20,000 for the six
months ended June 30, 2005, in comparison to the same periods of
2004.  In addition, there were also smaller increases in various
other expense categories.

Income Taxes

Union National's income tax expense increased by $13,000 for the
three months ended June 30, 2005, as compared to the same period
of last year.  For the six months ended June 30, 2005, income tax
expense increased by $41,000 in comparison to the same period of
2004.  Union National's effective tax rates were as follows:

<TABLE>
<CAPTION>
                            Three Months Ended  Six Months Ended
                            __________________  ________________
<S>                                 <C>                <C>
June 30, 2005                       17.7%              17.5%
June 30, 2004                       17.8%              16.8%

</TABLE>

The effective tax rate for Union National is below the statutory
rate due to tax-exempt earnings on investments, loans and bank-
owned life insurance and the impact of tax credits. As of June
30, 2005, Union National had a net deferred tax asset of
$471,000.  The realization of deferred tax assets is dependent on
future earnings of Union National.  Management currently
anticipates future earnings will be adequate to utilize deferred
tax assets.

Current Initiatives
___________________

In July 2005, Home Team Financial, LLC, a new mortgage company
subsidiary of Union National Community Bank, began operations.
Home Team Financial, LLC offers mortgage brokerage services in
several different states.  It is anticipated that under the
authority of Union National Community Bank's national charter,
Home Team Financial will expand into additional states and will
also commence mortgage banking operations in addition to offering
mortgage brokerage services.

Home Team Financial was formed along with John Neihart and Kevin
Glackin who previously owned and operated Home Team Mortgage,
Inc.  Home Team Financial acquired certain assets of Home Team
Mortgage and the employees of Home Team Mortgage became employees
of Home Team Financial.  Mr. Neihart and Mr. Glackin will manage
the day-to-day operations of Home Team Financial.  Mr. Neihart
and Mr. Glackin together have a 2% ownership interest in Home
Team Financial, but in accordance with various agreements they
will initially receive a greater percentage of the profits of
Home Team Financial.  Also, Union National will begin to buy Mr.
Neihart's and Mr. Glackin's interests in the company in 2011 and
will complete this purchase over a total five-year period of
time.  Mr. Neihart's and Mr. Glackin's ownership interests and
net profit distributions will be gradually reduced over the
buyout period.  The acquisition of their interests will be at
amounts based on the future earnings of the company.  It is
currently expected that Home Team Financial will contribute
positively to Union National's net income during the remainder of
2005.

In addition to the expansion plans discussed under the section on
Stockholders' Equity, Union National also recently announced the
construction of a new corporate facility at 570 Lausch Lane in
Manheim Township.  Union National will lease this space over a
term of 15 years and it is currently anticipated that Union
National will occupy one and a half floors of this three-story
building.  Union National expects to sublease the remaining

<PAGE>

office space.  This lease will be classified as an operating
lease and will require initial annual payments of $465,750 plus
reimbursement of the landlord's operating costs.  Partially
offsetting this will be any sublease payments Union National will
receive.  This office will allow Union National to better serve
our growing Lancaster County market and it is currently
anticipated that Union National will be able to occupy this
building in early 2006.  Lease payments for this property will
begin upon occupancy.

Regulatory Activity
___________________

From time to time, various types of federal and state legislation
have been proposed that could result in additional regulation of,
and restrictions on, the business of Union National and the bank.
As a consequence of the extensive regulation of commercial
banking activities in the United States, Union National's and the
bank's business is particularly susceptible to being affected by
federal and state legislation and regulations that may increase
the cost of doing business.  Specifically, Union National is
susceptible to changes in tax law that may increase the cost of
doing business or impact Union National's ability to realize the
value of deferred tax assets.

The Sarbanes-Oxley Act, enacted in July 2002, represents a
comprehensive revision of laws affecting corporate governance,
accounting obligations and corporate reporting.  Many of the
provisions of this act have already been implemented by Union
National and Union National will need to comply with the
provisions of Section 404 of the Sarbanes-Oxley Act during 2006.
In accordance with Section 404, Union National will be required
to report on its internal control over financial reporting as of
December 31, 2006.  To allow for proper reporting on the internal
control over financial reporting, Union National will need to
identify, document and test key controls over the financial
reporting process.  There will be significant external and
internal costs associated with complying with the provisions of
Section 404.  The full impact of the Sarbanes-Oxley Act and the
increased costs related to Union National's compliance are still
uncertain and evolving.

We cannot predict what other legislation might be enacted or what
regulations might be adopted, or if enacted or adopted, the
effect thereof on our operations.  Other than the cost of the
compliance with the Sarbanes-Oxley Act described above,
management is not aware of any current specific recommendations
by regulatory authorities or proposed legislation, which if
implemented, would have a material adverse effect upon the
liquidity, capital resources or results of operations.  However,
the general cost of compliance with numerous federal and state
laws and regulations does have, and in the future may have, a
negative impact on Union National's results of operations.

Further, the business of Union National is affected by the state
of the financial services industry in general. The bank is
routinely examined by the Office of the Comptroller of the
Currency (OCC) and no material adverse impact is anticipated on
current or future operations and financial position as a result
of this process. The last Community Reinvestment Act performance
evaluation by the OCC resulted in a "satisfactory" rating of the
bank's record of meeting the credit needs of its entire
community.

Credit Risk and Loan Quality
____________________________

Other than as described herein, management does not believe there
are any trends, events or uncertainties that are reasonably
expected to have a material impact on future results of
operations, liquidity or capital resources.  Further, based on
known information, management believes that the effects of
current and past economic conditions and other unfavorable
specific business conditions may result in the inability of loans
amounting to $229,000 to comply with their respective repayment
terms.  This compares to the amount of $394,000 at December 31,
2004.  These loans are secured with real estate.  Management
currently believes that probable losses on these loans have
already been provided for in the allowance for loan losses.
These loans are not considered impaired as defined by current
generally accepted accounting principles.  The borrowers are of
special mention since they have shown a decline in financial
strength and payment quality.  Management has increased its
monitoring of the borrowers' financial strength.  In addition,
management currently expects that a portion of these loans may be
classified as nonperforming in the remaining months of 2005.

<PAGE>

At June 30, 2005, total nonperforming loans amounted to
$2,143,000, or 0.8% of net loans, as compared to a level of
$1,953,000, or 0.7%, at December 31, 2004.  These loans are
essentially collateralized with real estate.  Historically, the
percentage of nonperforming loans to net loans as of December 31,
for the previous five-year period was an average of 0.8%.

Schedule of Nonperforming Assets:

<TABLE>
<CAPTION>

                                        June 30,    December 31,
(In thousands)                            2005          2004
                                      ____________  ____________

<S>                                        <C>           <C>
Nonaccruing Loans                     $      2,142  $      1,192
Accrual Loans - 90 days or more
   past due                                      1           761
Restructured Accrual Loans                       -             -
                                      ____________  ____________
     Total Nonperforming Loans               2,143         1,953
Foreclosed Real Estate                           -             -
                                      ____________  ____________
     Total Nonperforming Assets       $      2,143  $      1,953
                                      ============  ============

Nonperforming Loans
   as a % of Net Loans                         0.8%          0.7%
                                      ============  ============

Allowance for Loan and Lease Losses
   as a % of Nonperforming Loans               120%          117%
                                      ============  ============

</TABLE>

In addition to the credit risk present in the loan and lease
portfolio, Union National also has credit risk associated with
its investment security holdings.  Based on recent national
economic trends and other factors, Union National has increased
its monitoring of its corporate debt securities and changes in
their credit ratings as published by bond rating agencies.  As of
June 30, 2005, Union National had corporate debt securities that
were rated below investment grade and were carried at a fair
value of $2,145,000 and had unrealized losses of $120,000.  These
securities have maturities that range from February 2007 to April
2009.  Union National's ability to fully realize the value of its
investment in various securities, including corporate debt
securities, is dependent on the underlying creditworthiness of
the issuing organization.  This creditworthiness may be impacted
by various national economic trends and other factors.  As
discussed earlier, Union National carries all of its investments
at fair value with any unrealized gains or losses reported net of
tax as an adjustment to stockholders' equity.  Based on
management's assessment, at June 30, 2005, Union National did not
hold any security that had a fair value decline that is currently
expected to be other than temporary.  Consequently, any declines
in a specific security's fair value below amortized cost have not
been provided for in the income statement because management
currently expects these fair value declines to be temporary.  As
of June 30, 2005, Union National held corporate debt securities
with a total fair value of $15,029,000 and net unrealized losses
on these securities amounted to $1,000.

Allowance for Loan and Lease Losses
___________________________________

The allowance for loan and lease losses is maintained at a level
believed adequate by management to absorb estimated probable loan
and lease losses.  Management is responsible for the adequacy of
the allowance for loan and lease losses, which is formally
reviewed by management on a quarterly basis.

The allowance is increased by provisions charged to operating
expense and reduced by net charge-offs.  Management's evaluation
of the adequacy of the allowance is based on Union National's
past loan and lease loss experience, known and inherent risks in
the portfolio, adverse situations that may affect the borrower's
ability to repay (including the timing of future payments), the
estimated value of any underlying collateral, composition of the
loan and lease portfolio, current economic conditions and other
relevant factors.  While management uses available information to
make such evaluations, future adjustments to the allowance may be
necessary if economic conditions differ substantially from the
assumptions used in making the evaluation.  In addition, various
regulatory agencies, as an integral part of their examination
process, review the bank's allowance for loan and lease losses.
Such agencies may require the bank to recognize additions to the
allowance based on their judgment of information available to
them at the time of their examination.  Management determined
that no adjustment to the allowance for loan and lease losses was

<PAGE>

necessary as a result of the OCC's most recent examination.

Management believes, based on information currently available,
that the current allowance for loan and lease losses of
$2,561,000 is adequate to meet potential loan and lease losses.
In addition, management expects loan and lease charge-offs, net
of recoveries for the remainder of 2005 to be comparable to the
level of net loan charge-offs for the same period of 2004.

Analysis of Allowance for Loan Losses:

<TABLE>
<CAPTION>
                            Three Months Ended  Six Months Ended
                                  June 30,          June 30,
(In thousands)                2005      2004     2005      2004
                            __________________ __________________
<S>                           <C>       <C>      <C>       <C>
Average Total Loans
  and Leases
  Outstanding (Less
  Unearned Income)          $273,448  $238,992 $269,309 $234,053
                            ========  ======== ======== ========
Allowance for Loan
  and Lease Losses,
  Beginning of Period       $  2,430  $  2,037 $  2,288 $  1,985
Loans Charged-Off During
  Period                          14         8       17       17
Recoveries of Loans
  Previously Charged-Off           1         3       22        7
                            ________  ________ ________ ________
Net Loans Charged-Off/
  (Recovered)                     13         5       (5)      10

Addition to Provision for
  Loan and Lease Losses
  Charged to Operations          144        99      268      156
                            ________  ________ ________ ________
Allowance for Loan and
  Lease Losses, End of
  Period                    $  2,561  $  2,131 $  2,561 $  2,131
                            ========  ======== ======== ========

Ratio of Net Loans
  Charged-Off to Average
  Loans Outstanding
  (Annualized)                   .02%      .01%     .00%     .01%
                            ========  ======== ======== ========
Ratio of Allowance for Loan
  and Lease Losses To Net
  Loans at End of Period                           0.91%    0.86%
                                               ======== ========

</TABLE>

Liquidity
_________

Union National's objective is to maintain adequate liquidity to
fund needs at a reasonable cost and to provide contingency plans
to meet unanticipated funding needs or a loss of funding sources,
while minimizing interest rate risk.  Adequate liquidity provides
resources for credit needs of borrowers, for depositor
withdrawals and for funding corporate operations.  Sources of
liquidity are as follows:
   *  proceeds from the sale or maturity of investment
      securities;
   *  overnight correspondent bank borrowings on various credit
      lines and borrowing capacity available from the FHLB;
   *  acquisition of brokered certificates of deposit (CDs) and
      CDs issued through the CDARS program as discussed below;
   *  payments on loans and mortgage-backed securities; and
   *  a growing core deposit base.
Management believes that its core deposits are fairly stable even
in periods of changing interest rates.  Liquidity management is
governed by policies and measured on a quarterly basis.  These
measurements indicate that liquidity generally remains stable and
exceeds the bank's minimum defined levels.  There are no known
trends, except the anticipated loan and lease and deposit growth
previously discussed in the Results of Operations section, or any
known demands, commitments, events or uncertainties that will
result in, or that are reasonably likely to result in, liquidity
increasing or decreasing in any material way.

Membership in the FHLB provides the bank with additional
liquidity alternatives such as short- or long-term funding on
fixed- or variable-rate terms.  As of June 30, 2005, the bank had
outstanding long-term advances of $89,017,000 and short-term
advances of $2,180,000 from its available credit of $163,515,000
at the FHLB for purposes of funding loan demand and mortgage-
backed security purchases.  Total outstanding FHLB borrowings at
June 30, 2005, had a weighted-average rate of 3.99% and total
FHLB borrowings of $82,547,000 at June 30, 2004, had a weighted-
average rate of 3.71%.  As of June 30, 2005, advances of
$13,223,000 are due in the next twelve months, advances of
$25,000,000 are currently convertible by the FHLB on a quarterly
basis and an additional $5,000,000 of

<PAGE>

borrowings will be convertible by the FHLB in February 2006.  The
FHLB's convertible fixed-rate advances allow the FHLB the
periodic option to convert to a LIBOR adjustable-rate advance.
Upon the FHLB's conversion, the bank has the option to repay the
respective advances in full.  See section on Market Risk -
Interest Rate Risk for further analysis of these advances.

In January 2004, Union National became the first bank in
Lancaster County to offer our customers FDIC insurance coverage
beyond $100,000 through a unique program called the Certificate
of Deposit Account Registry Service (CDARS).  Through this
program customers may be able to invest up to $15 million with
Union National and maintain full FDIC insurance coverage.  Union
National is also able to bid for and obtain additional brokered
CDs through this program as an additional source of liquidity.
As of June 30, 2005, Union National had $33,672,000 outstanding
in brokered CDs and in CDs gathered through the CDARS program.

Off-Balance Sheet Commitments
_____________________________

Union National is party to financial instruments with off-balance
sheet risk in the normal course of business to meet the financing
needs of its customers.  These financial instruments include
commitments to extend credit and standby letters of credit.
Total commitments to extend credit amounted to $109,116,000 at
June 30, 2005, as compared to $82,927,000 at December 31, 2004.
Total standby letters of credit amounted to $4,006,000 at June
30, 2005, as compared to $4,503,000 at December 31, 2004.

In addition, in February 2005, Union National entered into a
construction contract with PWCampbell Contracting Company of
Pittsburgh, PA for the design and construction of a new retail
office location.  This retail office location will be constructed
on a leased lot located in East Lampeter Township, Lancaster
County, PA.  The contract is for a projected total amount of
$1,209,000 and it is currently anticipated that construction will
begin later in 2005.  In addition, in November 2004, Union
National became obligated for the purchase of real estate located
in Lancaster County, PA in the amount of $1,300,000.  It is
currently anticipated that settlement of this transaction will
occur in January 2006.  It is also currently anticipated that
Union National will construct a retail banking facility on this
property in the future. There will be additional costs beyond the
contract amounts detailed here related to the construction,
furniture and equipment needed for these two new office
locations.

Stockholders' Equity
____________________

Union National and the bank maintain capital ratios that are well
above the minimum total capital levels required by federal
regulatory authorities.  Except as discussed above in the section
entitled "Off-Balance Sheet Commitments" concerning Union
National's planned retail branch expansion and as discussed below
concerning Union National's common stock repurchase plan and the
Federal Reserve position on trust capital securities, there are
no known trends or uncertainties, including regulatory matters
that are expected to have a material adverse impact on the
capital resources of Union National for the remainder of 2005.

On April 21, 2005, the Board of Directors of Union National
Financial Corporation approved the purchase of up to 100,000
shares of its outstanding common stock.  These repurchases, in
open market and privately negotiated transactions, will be made
periodically by management and will generally offset shares
issued under Union National's stock option and dividend
reinvestment plans.  The Board of Directors believes that a
repurchase of this type is in the best interests of Union
National and its stockholders as a method to enhance long-term
shareholder value.

Union National and the bank are subject to various regulatory
capital requirements administered by the federal banking
agencies.  Failure to meet the minimum capital requirements can
initiate certain mandatory and possibly additional discretionary
actions by regulators that, if undertaken, could have a direct
material effect on Union National's financial statements.  Under
capital adequacy guidelines and the regulatory framework for
prompt corrective action, Union National and the bank must meet
specific capital guidelines that involve quantitative measures of
their assets, liabilities and certain

<PAGE>

off-balance sheet items as calculated under regulatory accounting
practices.  The capital amounts and classification are also
subject to qualitative judgments by the regulators about
components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital
adequacy require Union National and the bank to maintain minimum
amounts and ratios (set forth below) of Tier 1 capital to average
assets and of total capital (as defined in the regulations) to
risk-weighted assets.  Management believes, as of June 30, 2005,
that Union National and the bank meet all capital adequacy
requirements to which they are subject.

As of June 30, 2005, the most recent notification from the
regulators categorized the bank as "well-capitalized" under the
regulatory framework for prompt corrective action.  There are no
conditions or events since that notification that management
believes have changed the bank's category.

Union National and the bank maintained the following regulatory
capital levels and leverage and risk-based capital ratios:

<TABLE>
<CAPTION>

 (In thousands)                           June 30,   December 31,
                                            2005         2004
                                         ___________  ___________
<S>                                          <C>          <C>
Union National Financial Corporation:
_____________________________________
Tier I Capital                            $  35,794    $  34,999
Tier II Capital                               4,698        4,625
                                          _________    _________
  Total Qualifying Capital                $  40,492    $  39,624
                                          =========    =========

Risk-adjusted On-balance Sheet Assets     $ 307,061    $ 286,436
Risk-adjusted Off-balance Sheet Exposure     41,084       41,629
                                          _________    _________
   Total Risk-adjusted Assets             $ 348,145    $ 328,065
                                          =========    =========
Actual Capital Ratio:
 Tier I Capital to Average Total Assets        8.59%        8.96%
 Minimum Required                              4.00         4.00

Risk-based Capital Ratios:
 Tier I Capital Ratio - Actual                10.28%       10.67%
 Minimum Required                              4.00         4.00

 Total Capital Ratio - Actual                 11.63%       12.08%
 Minimum Required                              8.00         8.00

Total Risk-Based Capital in Excess of the
  Minimum Regulatory Requirement          $  12,640    $  13,379
                                          =========    =========

Union National Community Bank:
______________________________
Tier I Capital                          $  34,754    $  33,878
Tier II Capital                             2,560        2,288
                                          _________    _________
  Total Qualifying Capital                $  37,314    $  36,166
                                          =========    =========

Risk-adjusted On-balance Sheet Assets     $ 306,006    $ 285,383
Risk-adjusted Off-balance Sheet Exposure     41,084       41,629
                                          _________    _________
   Total Risk-adjusted Assets             $ 347,090    $ 327,012
                                          =========    =========
Actual Capital Ratio:
 Tier I Capital to Average Total Assets        8.37%        8.70%
 Minimum Required                              4.00         4.00
 To Be Well-Capitalized Under Prompt
  Corrective Action Provisions                 5.00         5.00


Risk-based Capital Ratios:
 Tier I Capital Ratio - Actual                10.01%       10.36%
 Minimum Required                              4.00         4.00
 To Be Well-Capitalized Under Prompt
  Corrective Action Provisions                 6.00         6.00

<PAGE>

 Total Capital Ratio - Actual                 10.75%       11.06%
 Minimum Required                              8.00         8.00
 To Be Well-Capitalized Under Prompt
  Corrective Action Provisions                10.00        10.00

Total Risk-Based Capital in Excess of the
  Minimum Regulatory Requirement          $   9,547    $  10,005
                                          =========    =========
</TABLE>

Included in Tier 1 regulatory capital of Union National Financial
Corporation detailed above as of June 30, 2005, is $8,956,000 of
trust capital securities issued through Union National Capital
Trust I and Union National Capital Trust II, wholly-owned
subsidiaries of Union National.  The balance of the trust capital
securities, $2,044,000, is included in Tier II regulatory capital
above.  These securities would become callable if the Federal
Reserve makes a determination that trust capital securities can
no longer be considered in regulatory capital.


   Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                         MARKET RISK

Market Risk - Interest Rate Risk
________________________________

As a financial institution, Union National's primary component of
market risk is interest rate volatility.  Fluctuations in
interest rates will ultimately impact the level of income and
expense recorded on a large portion of Union National's assets
and liabilities.  The nature of Union National's current
operations is such that Union National is not subject to foreign
currency exchange or commodity price risk.  Union National does
not own any trading assets.

The objectives of interest rate risk management are to maintain
or increase net interest income over a broad range of market
interest rate movements.  The Asset and Liability Management
Committee is responsible for managing interest rate risk using
policies approved by Union National's Board of Directors.  Union
National manages interest rate risk by changing the mix or
repricing characteristics of its investment securities portfolio
and borrowings from the FHLB and by the promotion or development
of specific loan and deposit products.  Union National retains an
outside consulting group to assist in monitoring its interest
rate risk using a net interest income simulation model on a
quarterly basis.  The simulation model measures the sensitivity
of future net interest income to hypothetical changes in market
interest rates.

In an effort to assess market risk, Union National utilizes a
simulation model to determine the effect of gradual increases or
decreases in market interest rates on net interest income and net
income.  The aforementioned assumptions are revised based on
defined scenarios of assumed speed and direction changes of
market interest rates.  These assumptions are inherently
uncertain due to the timing, magnitude and frequency of rate
changes and changes in market conditions, as well as management
strategies, among other factors.  Because it is difficult to
accurately quantify into assumptions the reaction of depositors
and borrowers to market interest rate changes, the actual net
interest income and net income results may differ from simulated
results.  While assumptions are developed based upon current
economic and local market conditions, management cannot make any
assurances as to the predictive nature of these assumptions.

The simulation model assumes a hypothetical gradual shift in
market interest rates over a twelve-month period.  This is based
on a review of historical changes in market interest rates and
the level and curve of current interest rates.  The simulated
results represent the hypothetical effects to Union National's
net interest income and net income.  Projections for loan and
deposit growth were ignored in the simulation model.  The
simulation model includes all of Union National's earning assets
and interest-bearing liabilities.

The simulation model currently indicates that a two-percent
general rise in prevailing market interest rates over a one-year
period will have a nominal positive impact on the bank's net
interest income over the next twelve months as compared to the
constant rate scenario.  In addition, based on current interest
rates and expectations of future rate

<PAGE>

changes, Union National modeled a decline in interest rates that
assumed a "steepening" interest rate yield curve.  Assumptions
for this scenario were that short-term rates would fall two-
percent, but longer-term rates would decline by a lesser amount.
This "steepening" rate scenario showed that this change in
interest rates would have less than a three percent negative
impact on the bank's net interest income over the next twelve
months as compared to the constant rate scenario.  The
computations do not contemplate any actions management or the
Asset Liability Management Committee could undertake in response
to changes in market conditions or market interest rates.

Union National managed its interest rate risk position in 2005 by
the following:
   *  increasing its use of adjustable- and floating-rate loans
      for new or refinanced commercial and agricultural loans;
   *  repositioning of its investment security portfolio into
      certain types of mortgage-backed and asset-backed
      securities to better prepare for any future increase in
      interest rates;
   *  managing and expanding the bank's core deposit base
      including deposits obtained in the bank's commercial cash
      management programs and premium money market accounts;
   *  adding to or restructuring of fixed-rate and floating-rate
      advances from the FHLB; and
   *  issuing brokered CDs with varying maturities and issuing
      some brokered CDs that may be called by Union National
      prior to maturity.
The above strategies and actions impact interest rate risk and
are all included in Union National's quarterly simulation models
in order to determine future asset and liability management
strategies.  See the related discussions in the section on Net
Interest Income.

                 Item 4 - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
________________________________________________

Union National maintains controls and procedures designed to
ensure that information required to be disclosed in the reports
that the company files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation
of those controls and procedures as of June 30, 2005, Union
National's Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures were
adequate.

Changes in Internal Controls
____________________________

During the quarter ended June 30, 2005, Union National made no
significant changes in its internal controls or in other factors
that could significantly affect these controls.

<PAGE>

Part II - Other Information:

Item 1. Legal Proceedings

Management is not aware of any litigation that would have a
material adverse effect on the consolidated financial position of
Union National.  There are no proceedings pending other than the
ordinary routine litigation incident to the business of Union
National and its subsidiary, Union National Community Bank.  In
addition, no material proceedings are pending or are known to be
threatened or contemplated against Union National and the bank by
government authorities.

Item 2.  Unregistered Sales of Equity Securities and Use of
         Proceeds


                 ISSUER PURCHASES OF EQUITY SECURITIES

<TABLE>
<CAPTION>

                                                      (c)
                                                Total Number of
                                                      Shares
                        (a)                       Purchased as
                       Total          (b)            Part of
                     Number of      Average         Publicly
                      Shares       Price Paid    Announced Plans
     Period          Purchased      per Share      or Programs*
_________________________________________________________________
<S>                     <C>           <C>             <C>
April 1, 2005 to
April 30, 2005         3,380         $24.23           3,380

May 1, 2005 to
May 31, 2005           4,833         $21.46           4,833

June 1, 2005 to
June 30, 2005         19,158         $20.79          19,158
                      ______                         ______
Total                 27,371         $21.33          27,371
                      ======                         ======
*On April 21, 2005, the Board of Directors of Union National
authorized and approved a plan to purchase up to 100,000 shares
of its outstanding common stock in open market or privately
negotiated transactions.

                                         (d)
                                    Maximum Number
                                    of Shares that
                                      May Yet Be
                                      Purchased
                                      Under the
                                       Plans or
     Period                            Programs*
_________________________________________________________________
<S>                                      <C>
April 1, 2005 to
April 30, 2005                          97,927

May 1, 2005 to
May 31, 2005                            93,094

June 1, 2005 to
June 30, 2005                           73,936

Total

*On April 21, 2005, the Board of Directors of Union National
authorized and approved a plan to purchase up to 100,000 shares
of its outstanding common stock in open market or privately
negotiated transactions.

</TABLE>

Item 3.  Defaults Upon Senior Securities - Nothing to report.

Item 4.  Submission of Matters to a Vote of Security Holders

         (a) The Annual Meeting of Shareholders was held at 10:00
             a.m. on April 27, 2005, at The Gathering Place, 6
             Pine Street, Mount Joy, Pennsylvania, 17552.

         (b) - (c) The following matters were voted upon:

         Four Class C Directors were elected as follows:

<TABLE>

                                               Votes   Votes to
                                                Cast   Withhold
         Re-elected             Term Expires   "For"   Authority"
         __________             ____________ _________ __________
         <S>                         <C>        <C>       <C>
         William E. Eby             2008     1,956,953   13,917
         William M. Nies            2008     1,951,595   19,275
         Benjamin W. Piersol, Jr.   2008     1,944,746   26,124
         Donald H. Wolgemuth        2008     1,949,148   21,722

         Directors whose term continued after the meeting:
              Class A Directors
         Nancy Shaub Colarik        2006
         Mark D. Gainer             2006
         James R. Godfrey           2006
         Darwin A. Nissley          2006

              Class B Directors

<PAGE>

         Carl R. Hallgren           2007
         Lloyd C. Pickell           2007

</TABLE>

Item 5.  Other Information - Nothing to report.

Item 6.  Exhibits:

         (a) Exhibits

             Exhibit No. 31.1 - Certification of Principal
             Executive Officer Pursuant to    Exchange Act Rules
             13a-14(a)/15d-14(a) as added by Section 302 of the
             Sarbanes-Oxley Act of 2002

             Exhibit No. 31.2 - Certification of Principal
             Financial Officer Pursuant to
             Exchange Act Rules 13a-14(a)/15d-14(a) as added by
             Section 302 of the
             Sarbanes-Oxley Act of 2002

             Exhibit No. 32 - Certification of Principal
             Executive Officer and Principal
             Financial Officer Pursuant to 18 U.S.C. Section 1350
             as Added by Section 906  of the Sarbanes-Oxley Act
             of 2002

<PAGE>

                          SIGNATURES
                          __________

Pursuant to the requirements 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.

                           Union National Financial Corporation
                                        (Registrant)



                           By  /s/ Mark D. Gainer
                               _____________________
                               Mark D. Gainer
                               President/Chief Executive Officer
                               (Principal Executive Officer)

                           Date: August 12, 2005



                           By  /s/ Clement M. Hoober
                               _____________________
                               Clement M. Hoober
                               Treasurer/Chief Financial Officer
                               (Principal Financial and
                               Accounting Officer)

                           Date: August 12, 2005
<PAGE>

                       EXHIBIT 31.1

          CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                PURSUANT TO EXCHANGE ACT RULES
           13A-14(A)/15D-14(A) AS ADDED BY SECTION 302
               OF THE SARBANES-OXLEY ACT OF 2002

<PAGE>

                          CERTIFICATION

I, Mark D. Gainer, President/CEO, certify, that:

     1.  I have reviewed this quarterly report on Form 10-Q of
         Union National Financial Corporation.

     2.  Based on my knowledge, the quarterly report does not
         contain any untrue statement of a material fact or omit
         to state a material fact necessary to make the
         statements made, in light of the circumstances under
         which such statements were made, not misleading with
         respect to the period covered by this quarterly report.

     3.  Based on my knowledge, the financial statements, and
         other financial information included in this quarterly
         report, fairly present in all material respects the
         financial condition, results of operations and cash
         flows of the registrant as of, and for, the periods
         presented in this quarterly report.

     4.  Union National's other certifying officer and I are
         responsible for establishing and maintaining disclosure
         controls and procedures (as defined in Exchange Act
         Rules 13a-15(e) and 15d-14) for the registrant and we
         have:

         (a) designed such disclosure controls and procedures, or
             caused such disclosure controls and procedures to be
             designed under our supervision, to ensure that
             material information relating to the registrant,
             including its consolidated subsidiaries, is made
             known to us by others within those entities,
             particularly during the period in which this
             quarterly report is being prepared;

         (b) evaluated the effectiveness of the registrant's
             disclosure controls and procedures and presented in
             this report our conclusions about the effectiveness
             of the disclosure controls and procedures as of the
             end of the period covered by this annual report
             based on such evaluation; and

         (c) disclosed in this report and change in the
             registrant's internal control over financial
             reporting that occurred during the registrant's most
             recent fiscal quarter that has materially affected,
             or is reasonably likely to materially affect, the
             registrant's internal control over financial
             reporting; and

     5. Union National's other certifying officer and I have
        disclosed, based on our most recent evaluation of
        internal control over financial reporting, to the
        registrant's auditors and the audit committee of
        registrant's board of directors (or persons performing
        the equivalent function):

        (a) all significant deficiencies and material weaknesses
            in the design or operation of the internal control
            over financial reporting which are reasonably likely
            to adversely affect the registrant's ability to
            record, process, summarize and report financial
            information; and

        (b) any fraud, whether or not material, that involves
            management or other employees who have a significant
            role in the registrant's internal controls over
            financial reporting.


                                 By  /s/ Mark D. Gainer
                                     _____________________
                                     President/CEO

                                 Date: August 12, 2005

<PAGE>

                          EXHIBIT 31.2

          CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                PURSUANT TO EXCHANGE ACT RULES
           13A-14(A)/15D-14(A) AS ADDED BY SECTION 302
               OF THE SARBANES-OXLEY ACT OF 2002

<PAGE>

                         CERTIFICATION

I, Clement M. Hoober, Treasurer/CFO, certify, that:

     1. I have reviewed this quarterly report on Form 10-Q of
        Union National Financial Corporation.

     2. Based on my knowledge, the quarterly report does not
        contain any untrue statement of a material fact or omit
        to state a material fact necessary to make the statements
        made, in light of the circumstances under which such
        statements were made, not misleading with respect to the
        period covered by this quarterly report.

     3. Based on my knowledge, the financial statements, and
        other financial information included in this quarterly
        report, fairly present in all material respects the
        financial condition, results of operations and cash flows
        of the registrant as of, and for, the periods presented
        in this quarterly report.

     4. Union National's other certifying officer and I are
        responsible for establishing and maintaining disclosure
        controls and procedures (as defined in Exchange Act Rules
        13a-15(e) and 15d-14) for the registrant and we have:

        (a) designed such disclosure controls and procedures, or
            caused such disclosure controls and procedures to be
            designed under our supervision, to ensure that
            material information relating to the registrant,
            including its consolidated subsidiaries, is made
            known to us by others within those entities,
            particularly during the period in which this
            quarterly report is being prepared;

        (b) evaluated the effectiveness of the registrant's
            disclosure controls and procedures and presented in
            this report our conclusions about the effectiveness
            of the disclosure controls and procedures as of the
            end of the period covered by this annual report based
            on such evaluation; and

        (c) disclosed in this report and change in the
            registrant's internal control over financial
            reporting that occurred during the registrant's most
            recent fiscal quarter that has materially affected,
            or is reasonably likely to materially affect, the
            registrant's internal control over financial
            reporting; and

     5. Union National's other certifying officer and I have
        disclosed, based on our most recent evaluation of
        internal control over financial reporting, to the
        registrant's auditors and the audit committee of
        registrant's board of directors (or persons performing
        the equivalent function):

        (a) all significant deficiencies and material weaknesses
            in the design or operation of the internal control
            over financial reporting which are reasonably likely
            to adversely affect the registrant's ability to
            record, process, summarize and report financial
            information; and

        (b) any fraud, whether or not material, that involves
            management or other employees who have a significant
            role in the registrant's internal controls over
            financial reporting.

                                 By  /s/ Clement M. Hoober
                                     _____________________
                                     Treasurer/CFO

                                 Date: August 12, 2005

<PAGE>
                            EXHIBIT 32

       CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
                  PRINCIPAL FINANCIAL OFFICER
               PURSUANT TO 18 U.S.C. SECTION 1350
                 AS ADDED BY SECTION 906 OF THE
                   SARBANES-OXLEY ACT OF 2002

<PAGE>

       CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
                  PRINCIPAL FINANCIAL OFFICER
               PURSUANT TO 18 U.S.C. SECTION 1350
                 AS ADDED BY SECTION 906 OF THE
                   SARBANES-OXLEY ACT OF 2002


In connection with the quarterly report of Union National
Financial Corporation on Form 10-Q for the period ending June 30,
2005, as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Mark D. Gainer, President/CEO, and
I, Clement M. Hoober, Treasurer/CFO, certify, pursuant to 18
U.S.C. Section 1350, as added pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

     1. The Report fully complies with the requirements of
        Section 13(a) or 15(d) of the Securities Exchange Act of
        1934.

     2. To my knowledge, the information contained in the Report
        fairly presents, in all material respects the financial
        condition and results of operations of Union National as
        of the dates and for the periods expressed in the Report.



                                 By  /s/ Mark D. Gainer
                                     _____________________
                                     President/CEO

                                 Date: August 12, 2005



                                 By  /s/ Clement M. Hoober
                                     _____________________
                                     Treasurer/CFO

                                 Date: August 12, 2005

<PAGE>