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      September 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.
    2,503,895     shares of $.25 (par) common stock were
_________________
outstanding as of November 7, 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                       19-20

PART II   - OTHER INFORMATION
            _________________
  Item 1  - Legal Proceedings                                21

  Item 2  - Unregistered Sales of Equity Securities and
            Use of Proceeds                                  21

  Item 3  - Defaults Upon Senior Securities                  21

  Item 4  - Submission of Matters to a Vote of
            Security Holders                                 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)9/30/05   12/31/04
                                           (Unaudited) (Audited)
                                            _____________________
<S>                                            <C>        <C>
ASSETS

Cash and Due from Banks                     $  12,446  $   9,803
Interest-Bearing Deposits in Other Banks          239         40
                                            _____________________
  Total Cash and Cash Equivalents              12,685      9,843

Investment Securities Available-for-Sale      111,840    103,490
Loans Held for Sale                               307        232

Loans and Leases(Net of Unearned Income)      290,290    263,001
Less: Allowance for Loan and Lease Losses      (2,628)    (2,288)
                                            _____________________
   Net Loans and Leases                       287,662    260,713

Premises and Equipment - Net                    6,682      6,517
Restricted Investment in Bank Stocks            5,224      4,961

Bank-Owned Life Insurance                       9,787      9,487
Other Assets                                    5,600      4,047
                                            _____________________
   TOTAL ASSETS                             $ 439,787  $ 399,290
                                            =====================
LIABILITIES

Deposits:
 Noninterest-Bearing                        $  45,983  $  37,590
 Interest-Bearing                             249,815    228,380
                                            _____________________
    Total Deposits                            295,798    265,970

Short-Term Borrowings                           2,002      4,524
Long-Term Debt                                100,870     88,630
Junior Subordinated Debentures                 11,341     11,341
Other Liabilities                               2,439      1,972
                                            _____________________
    TOTAL LIABILITIES                         412,450    372,437

STOCKHOLDERS' EQUITY

Common Stock (Par Value $.25 per share)           736        698
  Shares: Authorized - 20,000,000; Issued -
  2,944,058 in 2005 (2,772,657 in 2004)
  Outstanding - 2,511,032 in 2005 (2,412,166
  in 2004)
Surplus                                        13,020      9,570
Retained Earnings                              22,175     23,644
Accumulated Other Comprehensive Income             18        581
Treasury Stock - 433,026 shares in
 2005 (360,491 in 2004), at cost               (8,612)    (7,640)
                                            _____________________
    TOTAL STOCKHOLDERS' EQUITY                 27,337     26,853
                                            _____________________
    TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                  $ 439,787  $ 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 September 30,
                                 ________________________________
                                        2005           2004
                                 ________________________________
<S>                                       <C>             <C>
INTEREST INCOME
Interest and Fees on Loans and
  Leases                         $      4,886     $    3,971
Investment Securities:
  Taxable Interest                        883            707
  Tax-Exempt Interest                     330            273
  Dividends                                39             24
Other                                       5              2
                                 ________________________________
 Total Interest Income                  6,143          4,977
INTEREST EXPENSE
Deposits                                1,327            755
Short-Term Borrowings                      73             29
Long-Term Debt                            984            771
Junior Subordinated Debentures            175             93
                                 ________________________________
   Total Interest Expense               2,559          1,648
                                 ________________________________
   Net Interest Income                  3,584          3,329

PROVISION for LOAN and LEASE LOSSES       135             95
                                 ________________________________
Net Interest Income after Provision
  for Loan and Lease Losses             3,449          3,234

OTHER OPERATING INCOME
Income from Fiduciary Activities           76             49
Service Charges on Deposit Accounts       409            418
Other Service Charges, Commissions,
  Fees                                    203            181
Alternative Investment Sales
  Commissions                             195            163
Investment Securities Gains                11             10
Mortgage Banking/Brokerage
  Activities                              665             60
Title Insurance/Settlement Income         156              7
Earnings from Bank-Owned Life
  Insurance                                96             96
Other Income                               95             43
                                 ________________________________
    Total Other Operating Income        1,906          1,027

OTHER OPERATING EXPENSES
Salaries and Wages                      1,869          1,401
Retirement Plan and Other
  Employee Benefits                       502            396
Net Occupancy Expense                     248            196
Furniture and Equipment Expense           172            183
Professional Fees                         158            153
Data Processing Services                  193            201
Pennsylvania Shares Tax                    78             71
Advertising and Marketing Expenses        210             91
ATM Processing Expenses                    90             74
Earnings of Minority Interests            137              2
Other Operating Expenses                  649            521
                                 ________________________________
    Total Other Operating Expenses      4,306          3,289
                                 ________________________________
    Income before Income Taxes          1,049            972

PROVISION for INCOME TAXES                179            166
                                 ________________________________
    NET INCOME for PERIOD          $      870     $      806
                                 ================================
PER SHARE INFORMATION
 Net Income for Period - Basic     $     0.35     $     0.32
 Net Income for Period - Assuming
  Dilution                               0.34           0.31
Cash Dividends                          0.160          0.152

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED)

Net Income for Period              $      870     $      806
Other Comprehensive Income, Net of Tax:
 Unrealized Holding Gains/(Losses)
  on Investment Securities
  Available-for-Sale Arising During
  Period                                 (586)         1,071
Reclassification Adjustment for Gains
   Included in Net Income                  (7)            (7)
                                 ________________________________
Total Other Comprehensive Income/
  (Loss)                                 (593)         1,064
                                 ________________________________
COMPREHENSIVE INCOME
  for PERIOD                       $      277     $    1,870
                                 ================================
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)
                                  Nine Months Ended September 30,
                                 ________________________________
                                        2005           2004
                                 ________________________________
<S>                                     <C>             <C>
INTEREST INCOME
Interest and Fees on Loans and
  Leases                           $   13,702     $   11,363
Investment Securities:
  Taxable Interest                      2,621          2,172
  Tax-Exempt Interest                     932            842
  Dividends                               150             69
Other                                      14              5
                                 ________________________________
 Total Interest Income                 17,419         14,451

INTEREST EXPENSE
Deposits                                3,385          2,203
Short-Term Borrowings                     189             61
Long-Term Debt                          2,672          2,311
Junior Subordinated Debentures            493            261
                                 ________________________________
   Total Interest Expense               6,739          4,836
                                 ________________________________
   Net Interest Income                 10,680          9,615

PROVISION for LOAN and LEASE LOSSES       403            251
                                 ________________________________
Net Interest Income after Provision
  for Loan and Lease Losses            10,277          9,364

OTHER OPERATING INCOME
Income from Fiduciary Activities          219            163
Service Charges on Deposit Accounts     1,179          1,169
Other Service Charges, Commissions,
  Fees                                    613            499
Alternative Investment Sales
  Commissions                             558            461
Investment Securities Gains                46            174
Mortgage Banking/Brokerage
  Activities                              772            182
Title Insurance/Settlement Income         180             17
Earnings from Bank-Owned Life
  Insurance                               301            284
Other Income                              191             93
                                 ________________________________
    Total Other Operating Income        4,059          3,042

OTHER OPERATING EXPENSES
Salaries and Wages                      4,782          4,119
Retirement Plan and Other
  Employee Benefits                     1,389          1,112
Net Occupancy Expense                     695            606
Furniture and Equipment Expense           524            515
Professional Fees                         482            435
Data Processing Services                  544            527
Pennsylvania Shares Tax                   193            197
Advertising and Marketing Expenses        419            279
ATM Processing Expenses                   266            223
Earnings of Minority Interests            143              4
Other Operating Expenses                1,812          1,536
                                 ________________________________
    Total Other Operating Expenses     11,249          9,553
                                 ________________________________
    Income before Income Taxes          3,087          2,853

PROVISION for INCOME TAXES                536            482
                                 ________________________________
    NET INCOME for PERIOD          $    2,551     $    2,371
                                 ================================
PER SHARE INFORMATION
 Net Income for Period - Basic     $     1.01     $     0.94
 Net Income for Period - Assuming
  Dilution                               1.00           0.92
Cash Dividends                          0.465          0.457

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED)

Net Income for Period              $    2,551     $    2,371
Other Comprehensive Income, Net of Tax:
 Unrealized Holding Gains/(Losses)
  on Investment Securities
  Available-for-Sale Arising During
  Period                                 (533)          (140)
Reclassification Adjustment for Gains
   Included in Net Income                 (30)          (115)
                                 ________________________________
Total Other Comprehensive Income/
  (Loss)                                 (563)          (255)
                                 ________________________________
COMPREHENSIVE INCOME
  for PERIOD                       $    1,988     $    2,116
                                 ================================
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>
                                  Nine Months Ended September 30,
                                  _______________________________
         (In thousands)                  2005          2004
                                  _______________________________
<S>                                      <C>           <C>
CASH FLOWS from OPERATING ACTIVITIES
Net Income                          $     2,551    $    2,371
Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities:
Depreciation and Amortization               678           691
Provision for Loan and Lease Losses         403           251
Net Amortization of Investment
  Securities' Premiums                      706           905
Investment Securities Gains                 (46)         (174)
Provision for Deferred Income Taxes         105           (71)
Earnings from Bank-Owned Life
  Insurance                                (301)         (284)
Gains on Loans Sold                         (89)         (109)
Proceeds from Sales of Loans              4,663         4,137
Loans Originated for Sale                (4,649)       (3,831)
Increase in Accrued Interest
  Receivable                               (250)          (53)
Increase in Other Assets                 (1,232)         (382)
Increase in Other Liabilities               467            60
                                  _______________________________
   Net Cash Provided by
     Operating Activities                 3,006         3,511

CASH FLOWS from INVESTING ACTIVITIES
Proceeds from Sales of
   Available-for-Sale Securities          6,491        20,842
Proceeds from Maturities of
   Available-for-Sale Securities         12,822        14,046
Purchases of Available-for-Sale
   Securities                           (29,176)      (31,347)
Net Purchases of Restricted
   Investments in Bank Stocks              (263)         (643)
Net Loans and Leases Made to Customers  (27,352)      (32,572)
Purchases of Premises and Equipment        (689)         (541)
Purchase of Bank-Owned Life Insurance         -        (1,300)
                                  _______________________________

   Net Cash Used in
     Investing Activities               (38,167)      (31,515)

CASH FLOWS from FINANCING ACTIVITIES
Net Increase in Demand Deposits
 and Savings Accounts                    10,562        13,788
Net Increase in Time Deposits            19,266        11,013
Net Decrease in Short-Term
  Borrowings                             (2,522)       (2,211)
Proceeds from Issuance of
  Long-Term Debt                         29,690        19,271
Payment on Long-Term Debt               (17,450)       (8,587)
Acquisition of Treasury Stock              (972)       (2,166)
Issuance of Common Stock                    604           381
Cash Dividends Paid                      (1,175)       (1,161)
                                  _______________________________
   Net Cash Provided by Financing
     Activities                          38,003        30,328
                                  _______________________________
Net Increase in Cash and
  Cash Equivalents                        2,842         2,324

CASH and CASH EQUIVALENTS -
  Beginning of Year                       9,843         8,679
                                  _______________________________
CASH and CASH EQUIVALENTS -
  End of Period                     $    12,685    $   11,003
                                  ===============================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Payments for:
  Interest                          $     6,492    $    4,832
  Income Taxes                              616           380

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 nine-month period ended September 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:
    September 30, 2005      2,511,866           2,547,911
    September 30, 2004      2,514,706           2,572,802
Nine months ended:
    September 30, 2005      2,519,848           2,560,528
    September 30, 2004      2,534,218           2,587,353

</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
                                           Ended September 30,
                                           ___________________
(In thousands, except per share data)        2005        2004
                                           _______     _______
<S>                                          <C>         <C>
Net Income - As Reported                   $  870      $  806
Less: Stock Based Compensation Cost           (48)        (64)
                                           _______     _______
Net Income - Pro Forma                     $  822      $  742
                                           =======     =======

Net Income Per Share:
  As Reported (Basic)                      $ 0.35     $ 0.32
  As Reported (Assuming Dilution)            0.34       0.31
  Pro Forma (Basic)                          0.33       0.30
  Pro Forma (Assuming Dilution)              0.32       0.29

<CAPTION>

                                               Nine Months
                                           Ended September 30,
                                           ___________________
(In thousands, except per share data)        2005        2004
                                           _______     _______
<S>                                          <C>         <C>
Net Income - As Reported                   $2,551      $2,371
Less: Stock Based Compensation Cost           (56)       (121)
                                           _______     _______
Net Income - Pro Forma                     $2,495      $2,250
                                           =======     =======

Net Income Per Share:
  As Reported (Basic)                      $ 1.01     $ 0.94
  As Reported (Assuming Dilution)            1.00       0.92
  Pro Forma (Basic)                          0.99       0.89
  Pro Forma (Assuming Dilution)              0.97       0.87

</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 $5,269,000 as of September 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 September 30, 2005, and
December 31, 2004, for guarantees under standby letters of credit
issued is not material.

6. In January 2003, the Financial Accounting Standards Board's
(FASB's) Emerging Issues

<PAGE>

Task Force (EITF) issued EITF Issue No. 03-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain
Investors" ("EITF 03-1"), and in March 2004, the EITF issued an
update. EITF 03-1 addresses the meaning of other-than-temporary
impairment and its application to certain debt and equity
securities. EITF 03-1 aids in the determination of impairment of
an investment and gives guidance as to the measurement of
impairment loss and the recognition and disclosures of other-
than-temporary impairments. EITF 03-1 also provides a model to
determine other-than-temporary impairment using evidence-based
judgment about the recovery of the fair value up to the cost of
the investment by considering the severity and duration of the
impairment in relation to the forecasted recovery of the fair
value. In July 2005, FASB adopted the recommendation of its staff
to nullify key parts of EITF 03-1. The staff's recommendations
were to nullify the guidance on the determination of whether an
investment is impaired as set forth in paragraphs 10-18 of Issue
03-1 and not to provide additional guidance on the meaning of
other-than-temporary impairment. Instead, the staff recommends
entities recognize other-than-temporary impairments by applying
existing accounting literature such as paragraph 16 of SFAS 115.

In June 2005, the FASB's EITF reached a consensus on Issue
No. 05-6, "Determining the Amortization Period for Leasehold
Improvements Purchased after Lease Inception or Acquired in a
Business Combination" ("EITF 05-6"). This guidance requires that
leasehold improvements acquired in a business combination or
purchased subsequent to the inception of a lease be amortized
over the shorter of the useful life of the assets or a term that
includes required lease periods and renewals that are reasonably
assured at the date of the business combination or purchase. This
guidance is applicable only to leasehold improvements that are
purchased or acquired in reporting periods beginning after June
29, 2005. The adoption of EITF 05-6 did not have a material
impact on Union National's financial statements.

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.  The impact of SFAS No. 123(R) on Union National's
financial statements will depend on the nature and quantity of
future stock option grants and other equity-based compensation
plans.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107
("SAB No. 107"),  "Share-

<PAGE>

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).

7. Union National's bank subsidiary, Union National Community
Bank, formed a new mortgage company, Home Team Financial, LLC
that began operations in July 2005.  The members of Home Team
Financial, LLC are Union National Community Bank with a 98%
ownership interest and John Neihart and Kevin Glackin who jointly
have a 2% ownership interest in the new company.  Mr. Neihart and
Mr. Glackin, previously owned and operated Home Team Mortgage,
Inc., a mortgage company located in Landisville, PA, and they
initially will receive a greater proportion than Union National
Community Bank of the net profit of the new company.  In
addition, in accordance with various agreements, 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.  This contingent consideration is not expected to
be significant to Union National's financial condition and will
be considered as part of the purchase price as the contingencies
lapse.

Home Team Financial, LLC acquired certain assets of Home Team
Mortgage, Inc. and the employees of Home Team Mortgage, Inc.
became employees of Home Team Financial, LLC.  Mr. Neihart serves
as President of Home Team Financial, LLC and Mr. Glackin serves
as Executive Vice President of the entity and together they have
the authority to manage the day-to-day operations of the company.


Home Team Financial generates a majority of their business
through direct marketing to customers and operates in multiple
states.  Home Team Financial has mortgage banking operations and
also offers mortgage brokerage services.  Home Team also offers
title insurance and settlement services through its subsidiary,
TA of Lancaster, LLC.  Union National enabled Home Team Financial
to commence mortgage banking operations and with Union National's
national bank charter, Home Team Financial, LLC will be able to
more easily expand into additional states.

The results of Home Team Financial are included in Union
National's consolidated results beginning with the quarter ended
September 30, 2005.  While pro forma results as though Home Team
Mortgage had been included in the consolidation for all periods
presented are not determinable, management does not believe such
results would differ significantly from the results reported
within.  Home Team Mortgage did not compute or report earnings on
a quarterly basis.

<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 September 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.  Union National's
ability to fully realize

<PAGE>

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 September 30,
2005, reached a record level of $870,000, an increase of 7.9% as
compared to consolidated net income of $806,000 for the same
period of 2004. Basic earnings per share for the three months
ended September 30, 2005, amounted to $0.35 and diluted earnings
per share amounted to $0.34.  This compares to basic earnings per
share of $0.32 and diluted earnings per share of $0.31 for the
three months ended September 30, 2004.  For the nine months ended
September 30, 2005, consolidated net income was $2,551,000, an
increase of 7.6% as compared to consolidated net income of
$2,371,000 for the same period of 2004. Basic earnings per share
for the nine months ended September 30, 2005, amounted to $1.01
and diluted earnings per share amounted to $1.00, as compared to
basic earnings per share of $0.94 and diluted earnings per share
of $0.92 for the same period of 2004.

The following items impacted the results of operations for the
three months and nine months ended September 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 September 30, 2005,
     net interest income (on a taxable equivalent basis)
     increased by $300,000, or 8.5%, as compared to the same
     period of 2004 and for the nine months ended September 30,
     2005, net interest income increased by $1,123,000, or 11.0%,
     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 86.3% for the three months and
     39.9% for the nine months ended September 30, 2005, as
     compared to the same periods of 2004.  The significant
     increase in other operating income can be partially
     attributed to earnings from Home Team Financial, LLC, Union
     National Community Bank's new mortgage company subsidiary
     that began operations on July 15, 2005.
   * For the nine-month period, net income was negatively
     impacted by a decrease in gains on the sale of investment
     securities.
   * Net income was negatively impacted by an increase in the
     provision for loan and lease losses.
   * Net income was negatively impacted by an increase in other
     operating expenses.  For the three months ended September
     30, 2005, other operating expenses increased by $1,017,000,
     or 30.9%, as compared to the same period of 2004 and for the
     nine months ended September 30, 2005, other operating
     expenses increased by $1,696,000, or 17.7%, as compared to
     the same period of 2004.  The increase in operating expenses
     primarily related to key strategic initiatives which
     included Home Team Financial and key additions to our sales
     team and support staff.

<PAGE>

The above items are quantified and discussed in further detail
under their respective sections below.

As mentioned above and further discussed in Note 7, Home Team
Financial began operations during the third quarter of 2005 and
contributed to a significant increase in other operating income
and other operating expenses.  Net of income taxes, Home Team
Financial contributed $36,000 to the consolidated earnings of
Union National during the third quarter.  It is currently
anticipated that Home Team Financial will continue to contribute
positively to Union National's net income for the remainder of
2005.

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

<TABLE>
<CAPTION>
                              Three Months Ended September 30,
                              ________________________________
                                    2005             2004
                                   ______           ______
<S>                                 <C>              <C>
ROE                                13.17%           12.37%
ROE (Realized Equity)              13.21%           12.75%

<CAPTION>
                               Nine Months Ended September 30,
                               _______________________________
                                    2005             2004
                                   ______           ______
<S>                                 <C>              <C>
ROE                                12.69%           12.03%
ROE (Realized Equity)              12.80%           12.38%

</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
September 30, 2005, leases outstanding totaled $1,839,000.

During the first nine months of 2005, Union National experienced
strong commercial loan demand and nominal 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.  Total loan
and lease balances have increased by $27,289,000 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 September 30, 2005, the bank had
outstanding long-term advances of $100,870,000 from its available
credit of $166,964,000 at the FHLB for purposes of funding loan
demand and security purchases.  The long-term

<PAGE>

advances have maturities that range from November 2005 to
December 2013.  Total FHLB advances outstanding at September 30,
2005, represent an increase of $13,792,000 from September 30,
2004, and the average interest rate on these borrowings has
increased to 4.17% from 3.47% at September 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 6.54% at September 30, 2005, and 4.53% at September 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 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 September 30, 2005, to the
same period of 2004, average earning assets increased by 15.2%.
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
$422,000.

The overall interest rate on the average total earning assets for
the three months ended September 30, 2005, was 6.34%, as compared
to 5.91% for the same period of last year.  The overall interest
rate on the average interest-bearing liabilities was 2.80% for
the three months ended September 30, 2005, and 2.09% for the
three months ended September 30, 2004.  The net effect of these
interest rate changes was to decrease net interest income in the
amount of $122,000 for the three months ended September 30, 2005,
over the same period of 2004.  The net interest margin percentage
for the three months ended September 30, 2005, was 3.79%, as
compared to 4.02% for the same period of 2004.

In comparing the nine months ended September 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 $1,353,000.  Average earning assets increased
by 14.8% for the nine months ended September 30, 2005, as
compared to the same period of 2004.

The overall interest rate on the average total earning assets for
the nine months ended September 30, 2005, was 6.19%, as compared
to 5.91% for the same period of last year.  The overall interest
rate on the average interest-bearing liabilities was 2.57% for
the nine months ended September 30, 2005, and 2.13% for the nine
months ended September 30, 2004.  The net effect of these
interest rate changes was to decrease net interest income in the
amount of $230,000 for the nine months ended September 30, 2005,
over the same period of 2004.  The net interest margin percentage
for the nine months ended September 30, 2005, was 3.87%, as
compared to 4.01% 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 three months of 2004 and
the first nine 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 September
30, 2005, may result in net interest income for the remainder of
2005 that reflects a nominal 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 September 30, 2005.  Union
National's net interest income may also be impacted by future
actions of the Federal Reserve Bank.

<PAGE>

Union National's current net interest income simulation model
includes an investment in BOLI that had a value of $9,787,000 at
September 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

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 $135,000 for
the three months ended September 30, 2005, as compared to $95,000
for the three months ended September 30, 2004.  For the nine-
month period, the provision for loan and lease losses was
$403,000, as compared to $251,000 for the same period of 2004.
For the three months ended September 30, 2005, Union National had
net charge-offs of $68,000 and for the same period of 2004 there
were net recoveries of $19,000.  For the nine months ended
September 30, 2005, Union National had net charge-offs of $63,000
as compared to net recoveries of $9,000 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 and an increase in net charge-offs.  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 September 30, 2005, was $1,895,000,
representing an increase of $878,000 or 86.3%, from the same
period of 2004. For the nine months ended September 30, 2005,
other operating income increased by $1,145,000, or 39.9%, 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
September 30, 2005, to the same periods of 2004:

<TABLE>
<CAPTION>
                              Increases in Other Operating Income
                              Three Months       Nine months
                              ____________       ___________
<S>                               <C>               <C>

    Mortgage Brokerage/
      Banking Income          $    605,000       $   590,000
    Title Insurance/
      Settlement Income            149,000           163,000
    Alternative Investment
      Sales Commissions             32,000            97,000
    Debit Card Interchange
      Income                        24,000            75,000
    Income from Fiduciary
      Activities                    27,000            56,000
    ATM Cash Services Fee
      Income                        23,000            44,000
    Letter of Credit Fees           (1,000)           24,000
    Merchant Credit Card Fee
      Income                         3,000            25,000
    Earnings from Bank-Owned
      Life Insurance                     -            17,000

</TABLE>

The increase in earnings from mortgage brokerage/banking
activities is related to earnings from Home Team Financial, LLC.
The increase in title insurance/settlement income is related to
Home Team Financial's settlement company subsidiary, TA of
Lancaster, LLC.  Overall, Home Team Financial contributed
$760,000 in other operating income to Union National during the
third quarter.

The income from ATM cash services relates to fee income received
under an arrangement with a local ATM company where Union
National provides cash for its ATM machines.

Investment securities gains in the third quarter of 2005 were
comparable to the same period of 2004 and total gains declined by
$128,000 in the first nine months of 2005, as

<PAGE>

compared to same period of 2004.

Other Operating Expenses

The aggregate of other operating expenses increased by
$1,017,000, or 30.9%, for the three months ended September 30,
2005, as compared to the same period of 2004. For the nine months
ended September 30, 2005, other operating expenses increased by
$1,696,000, or 17.8%.  The increases in other operating expenses
are discussed below as they pertain to the various expense
categories.  Home Team Financial's other operating expenses
amounted to a total of $711,000 during the third quarter.

Salaries and wages increased by $468,000 in the third quarter of
2005 and by $663,000 for the first nine months of 2005 in
comparison to the same periods of 2004.  Home Team Financial
contributed to an increase of $239,000 in salaries and wages and
the balance was essentially due to various sales and support
staff additions and annual merit and cost-of-living increases.

For the third quarter and the first nine months of 2005, in
comparison to the same periods of last year, employee benefit
costs increased by $106,000 and $277,000, respectively.
Increased employee benefit costs related to increased staff and
salary levels (including Home Team Financial which had $41,000 of
employee benefit costs) and increased health insurance premiums.

Occupancy and furniture and equipment expenses increased by
$41,000 for the third quarter of 2005 and by $98,000 for the
first nine months of 2005 in comparison to the same periods of
2004.  These increases related 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.  Home Team
Financial contributed to an increase in these operating costs of
$26,000 during the third quarter.

Professional fees increased by $5,000 for the third quarter of
2005 and by $47,000 for the first nine 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.
Professional fees for Home Team Financial amounted to $21,000.

Advertising and marketing expenses increased by $119,000 for the
third quarter of 2005 and by $140,000 for the first nine months
of 2005 in comparison to the same periods of 2004.  This increase
primarily related to marketing and lead generation costs for Home
Team Financial of $90,000 for the third quarter.

Earnings of minority interests as reflected on Union National's
consolidated statement of income relates primarily to the
earnings attributable to the holders of the minority interests of
Home Team Financial, LLC and its subsidiary, TA of Lancaster,
LLC.

There was 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 September 30, 2005, and by $31,000 for the
nine months ended September 30, 2005, in comparison to the same
periods of 2004.  Staff training costs increased by $18,000 for
the third quarter of 2005 and by $30,000 for the first nine
months of 2005 in comparison to the same periods of 2004.  In
addition, there were smaller increases in various other expense
categories.

Income Taxes

Union National's income tax expense increased by $13,000 for the
three months ended September 30, 2005, as compared to the same
period of last year.  For the nine months ended September 30,
2005, income tax expense increased by $54,000 in comparison to
the same period of 2004.  Union National's effective tax rates
were as follows:

<TABLE>
                           Three Months Ended   Nine months Ended
                           __________________   _________________

<PAGE>

<S>                                <C>                 <C>
September 30, 2005                 17.1%               17.4%
September 30, 2004                 17.1%               16.9%

</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
September 30, 2005, Union National had a net deferred tax asset
of $822,000.  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 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 at least one and a half floors of this
three-story building.  Union National expects to sublease the
remaining 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 2007.
In accordance with Section 404, Union National will be required
to report on its internal control over financial reporting as of
December 31, 2007.  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.

<PAGE>

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
business conditions may impact certain borrowers abilities to
comply with their repayment terms.  For certain commercial loans,
management has determined that it is probable that all interest
and principal payments due according to the contractual terms of
the loan agreements will not be collected.  These loans are
considered to be impaired as defined by current generally
accepted accounting principles.  As of September 30, 2005, Union
National had impaired loans with total outstanding balances of
$3,441,000.  This compares to impaired loans of $4,114,000 at
December 31, 2004.  These loans are primarily secured with real
estate and equipment.  Management currently believes that
probable losses on these loans have already been provided for in
the allowance for loan and lease losses.  As of September 30,
2005, impaired loans with balances of $1,265,000 were included
with total nonperforming loans detailed below and at December 31,
2004 impaired loans with balances of $973,000 were nonperforming.
Nonperforming loans below include consumer and residential
mortgage loans which are evaluated collectively for impairment
and other commercial loans that are not considered impaired.  In
addition, under Union National's current internal risk rating
system loans with a rating of "substandard" that were not
nonperforming or impaired amounted to $0 at September 30, 2005,
and $394,000 at December 31, 2004.  Management considers impaired
and substandard loans to be potential problem loans and currently
expects that an additional amount of these loans may be
classified as nonperforming in the remaining months of 2005 and
during 2006.  Management has increased its monitoring of these
borrowers' financial strength.


At September 30, 2005, total nonperforming loans and leases
amounted to $2,049,000, or 0.7% of net loans and leases, 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 and leases to
net loans and leases as of December 31, for the previous five-
year period was an average of 0.8%.

Schedule of Nonperforming Assets:

<TABLE>
<CAPTION>
                               September 30,      December 31,
(In thousands)                     2005               2004
                               _____________      ____________
<S>                                   <C>               <C>
Nonaccruing Loans and Leases   $       1,737      $      1,192
Accrual Loans and Leases -
     90 days or more past due            312               761
Restructured Accrual Loans
     and Leases                            _                 _
                               _____________      ____________
  Total Nonperforming Loans
    and Leases                         2,049             1,953
Foreclosed Real Estate/
     Repossessed Assets                  458                 -
                               _____________      ____________
  Total Nonperforming Assets   $       2,507      $      1,953
                               =============      ============

Nonperforming Loans and Leases
   as a % of Net Loans and
   Leases                                0.7%              0.7%
                               =============      ============
Allowance for Loan and Lease
  Losses as a % of
  Nonperforming Loans and
  Leases                                 128%              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
September 30, 2005, Union National had corporate debt securities
that were rated below investment grade and were carried at a fair
value of $2,165,000 and had unrealized losses of $94,000.  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

<PAGE>

losses reported net of tax as an adjustment to stockholders'
equity.  Based on management's assessment, at September 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 September 30, 2005, Union
National held corporate debt securities with a total fair value
of $14,972,000 and net unrealized losses on these securities
amounted to $14,000.

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
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
$2,628,000 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 and lease charge-offs for the same period of
2004.

Analysis of Allowance for Loan and Lease Losses:

<TABLE>
<CAPTION>

                                              Three Months Ended
                                                  September 30,
                                                2005      2004
(In thousands)                                ________  ________
<S>                                              <C>       <C>
Average Total Loans and Leases Outstanding
   (Less Unearned Income)                     $286,081  $251,366
                                              ========  ========
Allowance for Loan and Lease Losses,
   Beginning of Period                        $  2,561  $  2,131
Loans Charged-Off During Period                     75         4
Recoveries of Loans Previously
   Charged-Off                                       7        23
                                              ________  ________
Net Loans Charged-Off/(Recovered)                   68       (19)
Addition to Provision for Loan and Lease
   Losses Charged to Operations                    135        95
                                              ________  ________
Allowance for Loan and Lease Losses,
   End of Period                              $  2,628  $  2,245
                                              ========  ========

Ratio of Net Loans Charged-Off to Average
   Loans Outstanding (Annualized)                  .10%    (.03)%
                                              ========  ========
Ratio of Allowance for Loan and Lease Losses
  To Net Loans and Leases at End of Period

<CAPTION>

                                               Nine Months Ended
                                                  September 30,
                                                2005      2004
(In thousands)                                ________  ________
<S>                                              <C>       <C>
Average Total Loans and Leases Outstanding
   (Less Unearned Income)                     $274,961  $239,866
                                              ========  ========
Allowance for Loan and Lease Losses,
   Beginning of Period                        $  2,288  $  1,985
Loans Charged-Off During Period                     92        21
Recoveries of Loans Previously
   Charged-Off                                      29        30
                                              ________  ________
Net Loans Charged-Off/(Recovered)                   63        (9)
Addition to Provision for Loan and Lease
   Losses Charged to Operations                    403       251
                                              ________  ________
Allowance for Loan and Lease Losses,
   End of Period                              $  2,628  $  2,245
                                              ========  ========

Ratio of Net Loans Charged-Off to Average
   Loans Outstanding (Annualized)                  .03%    (.01)%
                                              ========  ========
Ratio of Allowance for Loan and Lease Losses
  To Net Loans and Leases at End of Period        0.91%     0.87%
                                              ========  ========
</TABLE>


Liquidity
_________

Union National's objective is to maintain adequate liquidity to
fund needs at a reasonable

<PAGE>

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 September 30, 2005, the
bank had outstanding long-term advances of $100,870,000 from its
available credit of $166,964,000 at the FHLB for purposes of
funding loan demand and mortgage-backed security purchases.
Total outstanding FHLB borrowings at September 30, 2005, had a
weighted-average rate of 4.17% and total FHLB borrowings of
$87,078,000 at September 30, 2004, had a weighted-average rate of
3.47%.  As of September 30, 2005, advances of $21,574,000 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 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 September 30, 2005, Union National had $33,398,000
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 $113,692,000 at
September 30, 2005, as compared to $82,927,000 at December 31,
2004.  Total standby letters of credit amounted to $5,269,000 at
September 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

<PAGE>

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 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 September 30,
2005, that Union National and the bank meet all capital adequacy
requirements to which they are subject.

As of September 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>
                                      September 30,  December 31,
(In thousands)                            2005          2004
                                        _________     _________
<S>                                        <C>           <C>
Union National Financial Corporation:
_____________________________________
Tier I Capital                          $  36,408     $  34,999
Tier II Capital                             4,598         4,625
                                        _________     _________
  Total Qualifying Capital              $  41,006     $  39,624
                                        =========     =========

Risk-adjusted On-balance Sheet Assets   $ 316,930     $ 286,436
Risk-adjusted Off-balance Sheet Exposure   41,906        41,629
                                        _________     _________
   Total Risk-adjusted Assets           $ 358,836     $ 328,065
                                        =========     =========
Actual Capital Ratio:
 Tier I Capital to Average Total Assets      8.44%         8.96%
 Minimum Required                            4.00          4.00

Risk-based Capital Ratios:
 Tier I Capital Ratio - Actual              10.15%        10.67%
 Minimum Required                            4.00          4.00

<PAGE>

 Total Capital Ratio - Actual               11.43%        12.08%
 Minimum Required                            8.00          8.00

Total Risk-Based Capital in Excess of the
  Minimum Regulatory Requirement        $  12,299     $  13,379
                                        =========     =========

Union National Community Bank:
______________________________
Tier I Capital                          $  35,175     $  33,878
Tier II Capital                             2,628         2,288
                                        _________     _________
  Total Qualifying Capital              $  37,803     $  36,166
                                        =========     =========

Risk-adjusted On-balance Sheet Assets   $ 315,940     $ 285,383
Risk-adjusted Off-balance Sheet Exposure   41,906        41,629
                                        _________     _________
   Total Risk-adjusted Assets           $ 357,846     $ 327,012
                                        =========     =========
Actual Capital Ratio:
 Tier I Capital to Average Total Assets      8.18%         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               9.83%        10.36%
 Minimum Required                            4.00          4.00
 To Be Well-Capitalized Under Prompt
  Corrective Action Provisions               6.00          6.00

 Total Capital Ratio - Actual               10.56%        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        $   9,175     $  10,005
                                        =========     =========

</TABLE>

Included in Tier 1 regulatory capital of Union National Financial
Corporation detailed above as of September 30, 2005, is
$9,118,000 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, $1,882,000, 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

<PAGE>

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 200 basis point
(2%) 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 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 200 basis points (2%), 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 four-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 September 30, 2005,

<PAGE>

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 September 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>
July 1, 2005 to
July 31, 2005          1,787         $21.25           1,787

August 1, 2005 to
August 31, 2005        2,275         $21.49           2,275

September 1, 2005 to
September 30, 2005     1,011         $21.50           1,011
                      ______                         ______
Total                  5,073         $21.41           5,073
                      ======                         ======
*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
                                       Programs*
_________________________________________________________________
<S>                                    <C>
July 1, 2005 to
July 31, 2005                           72,149

August 1, 2005 to
August 31, 2005                         69,874

September 1, 2005 to
September 30, 2005                      68,863

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 -
         Nothing to report.

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: November 14, 2005



                            By /s/ Clement M. Hoober
                               _______________________

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

                               Date: November 14, 2005

<PAGE>