UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                               FORM 10-K

[ x ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended    December 31, 1999
                                       _______________________
                                  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 or Other Jurisdiction of            (I.R.S. Employer
Incorporation or Organization)           Identification Number)

101 East Main Street, P.O. Box 567
    Mount Joy, Pennsylvania                        17552
______________________________________           ___________
(Address of Principal Executive Offices)          (Zip Code)


                            (717) 653-1441
_________________________________________________________________
        (Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

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

                      Common Stock, $0.25 Par Value
_________________________________________________________________
                             (Title of Class)

<PAGE>

    Indicate by check mark whether the registrant:  (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.           Yes [X]   No [ ]
                                         _______________________

    Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

    The aggregate market value of the shares of Common Stock of
the Registrant held by nonaffiliates of the Registrant was
$37,805,560.55 as of March 21, 2000.  As of March 21, 2000, the
Registrant had 2,454,168.91 shares of Common Stock outstanding.

                   DOCUMENTS INCORPORATED BY REFERENCE:

    Excerpts from Union National Financial Corporation's 1999
Annual Report to Stockholders are incorporated by reference into
Parts I, II and IV, of this Form 10-K.  Union National's Proxy
Statement for its 2000 Annual Meeting is incorporated by
reference in response to Parts III and IV of this Form 10-K.

<PAGE>

                 UNION NATIONAL FINANCIAL CORPORATION
                               FORM 10-K
                                 INDEX

                                                         PAGE N0.
PART I

Item 1 -     Business                                       1

Item 2 -     Properties                                     7

Item 3 -     Legal Proceedings                              9

Item 4 -     Submission of Matters to a Vote of
             Security Holders                               9

PART II

Item 5 -     Market for Registrant's Common Equity and
             Related Shareholder Matters                    9

Item 6 -     Selected Financial Data                        10

Item 7 -     Management's Discussion and Analysis of Financial
             Condition and Results of Operation             10

Item 7A-     Quantitative and Qualitative About Market Risk 10

Item 8 -     Financial Statements and Supplementary Data    11

Item 9 -     Changes In and Disagreements With Accountants
             on Accounting and Financial Disclosure         11

PART III

Item 10 -    Directors and Executive Officers of the
             Registrant                                     11

Item 11 -    Executive Compensation                         11

Item 12 -    Security Ownership of Certain Beneficial
             Owners and Management                          11

Item 13 -    Certain Relationships and Related
             Transactions                                   11
<PAGE>
PART IV

Item 14 -    Exhibits, Financial Statements, Schedules
             and Reports on Form 8-K                        12

Signatures                                                  14

Exhibit Index                                               16

<PAGE>

PART I
ITEM 1.   BUSINESS.
___________________

    Union National's management has 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 management uses words such as
"believes," "expects," "anticipates" or similar expressions,
management is making forward-looking statements.

    Readers should note that many factors, some of which are
discussed elsewhere in this document and in the documents that
management incorporates 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 the

<PAGE>
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 affecting
         our banking, securities, asset management and credit
         services businesses; and

     .   rapidly changing technology; 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.

ITEM 1.   BUSINESS.
___________________

    Union National Financial Corporation, a Pennsylvania business
corporation, is a bank holding company registered under the Bank
Holding Company Act of 1956 and is supervised by the Board of
Governors of the Federal Reserve System.  Union National
Financial Corporation was incorporated on June 26, 1986, under
the Business Corporation Law of the Commonwealth of Pennsylvania.
Union National Financial Corporation commenced operations on
January 2, 1987, upon consummation of the acquisition of all of
the outstanding shares of The Union National Mount Joy Bank,
which effective February 6, 1998, changed its name to Union
National Community Bank.  Union National Financial Corporation's
business consists primarily of managing and supervising Union
National Community Bank, and its principal source of income is
dividends paid by Union National Community Bank.  Union National
Financial Corporation has one wholly-owned subsidiary, Union
National Community Bank.

    Union National Community Bank was organized in 1865 under a
national charter.  Union National Community Bank is a national
banking association and a member of the Federal Reserve System.
The deposits of Union National Community Bank are insured by the
Federal Deposit Insurance Corporation to the maximum extent
permitted by law.  Union National Community Bank has one main
office with an annex and six branch locations within Lancaster
County, Pennsylvania.  It is a full service commercial bank,
providing a wide range of services to individuals and small to
medium-sized businesses in its south central Pennsylvania market
area.  Union National Community Bank accepts time, demand, and
savings deposits and makes secured and unsecured commercial, real
estate and consumer loans.  Union National Community Bank also
has a full-service trust department.

    Union National Financial Corporation's executive offices are
located at 101 East Main Street, P.O. Box 567, Mount Joy,
Pennsylvania 17552.  Its telephone number is (717) 653-1441.


    Union National Financial Corporation experiences substantial
competition in attracting and retaining deposits and in lending
funds.  Financial institutions compete for deposits by offering
attractive rates and the convenient office locations.  Direct
competition for deposits comes primarily from other commercial
banks and thrift institutions.  Competition for deposits also
comes from money market mutual funds, corporate and government
securities and credit unions.  The primary factors in the
competition for loans are interest rates, loan origination fees
and the range of products and services offered.  Competition for
origination of real estate loans normally comes from other
commercial banks, thrift institutions, mortgage bankers, mortgage
brokers and insurance companies.

    For additional information concerning Union National
Financial Corporation's business activities, see Part II, Item 7
of this Form 10-K.

Supervision and Regulation - Union National Financial Corporation
_________________________________________________________________
    Union National Financial Corporation operates in a heavily
regulated environment.  Changes in laws and regulations affecting
Union National Financial Corporation and its subsidiary, Union
National Community Bank, may have an impact on operations.  See
"Supervision and Regulation Union National Financial Corporation"
and "Supervision and Regulation Union National Community Bank"
below and pages 33 and 34 of the 1999 annual report.  The annual
report is included in Exhibit 13 to this report and is
incorporated here by reference.

<PAGE>

    The Bank Holding Company Act prohibits Union National
Financial Corporation from acquiring:

     .    direct or indirect control of more than 5% of the
          voting stock of any bank; or

     .    substantially all of the assets of any bank; or

     .    merging with another bank holding company;

without the prior approval of the Federal Reserve.  The
Pennsylvania Department of Banking also must approve any similar
consolidation.  Pennsylvania law permits Pennsylvania bank
holding companies to control an unlimited number of banks.

     The Bank Holding Company Act restricts Union National
Financial Corporation from engaging in activities to those that
the Federal Reserve has found:

    .    to be closely related to banking; and

    .    which are expected to produce benefits for the
         public that will outweigh any potentially adverse
         effects.

   To this end, the Bank Holding Company Act prohibits Union
National Financial Corporation from:

    .    engaging in most non-banking businesses; or

    .    acquiring ownership or control of more than 5% of
         the outstanding voting stock of any company engaged
         in a non-banking business; unless

    .    the Federal Reserve has determined that the
         non-banking business is closely related to banking.

   Under the Bank Holding Company Act, the Federal Reserve may
require a bank holding company to end a non-banking business if
it constitutes a serious risk to the financial soundness and
stability of any bank subsidiary of the bank holding company.

    Other than making equity investments in low to moderate
income housing limited partnerships, Union National Financial
Corporation does not at this time engage in any other permissible
activities, nor does Union National Financial Corporation have
any current plans to engage in any other permissible activities
in the foreseeable future.

   Subsidiary banks of a bank holding company are subject to
restrictions imposed by the Federal Reserve Act on any extensions
of credit to the bank holding company or any of its subsidiaries,
on investments in the stock or other securities of the bank
holding company and on taking of such stock or securities as
collateral for loans to any borrower.

    Legislation and Regulatory Changes.  From time to time,
Congress or the Pennsylvania legislature enacts legislation which
has the effect of increasing the cost of doing business, limiting
or expanding permissible activities or affecting the competitive
balance between banks and other financial institutions.
Proposals to change the laws and regulations governing the
operations and taxation of banks, bank holding companies and
other financial institutions are frequently made in Congress, and
before various bank regulatory agencies.  Management cannot
predict the likelihood of any major changes or the impact such
changes might have on Union National Financial Corporation and
its subsidiary.  The following paragraphs discuss legislative or
regulatory changes of potential significance to Union National
Financial Corporation which Congress has recently enacted and
others which Congress or various regulatory or professional
agencies currently are discussing.

   The Federal Reserve Board, the Federal Deposit Insurance
Corporation and the Comptroller of the Currency have issued
certain risk-based capital guidelines, which supplement existing
capital requirements.  The guidelines require all United States
banks and bank holding companies to maintain a minimum risk-based
capital ratio of 8 percent,of which at least 4 percent must be in
the form of common stockholders' equity.  Assets are assigned to
five risk categories, with higher levels of capital required for
the categories perceived as representing greater risk.  The
required capital will represent equity and (to the extent
permitted) nonequity capital as a percentage of total
risk-weighted

<PAGE>
assets.  The risk-based capital rules are designed to make
regulatory capital requirements more sensitive to differences in
risk profiles among banks and bank holding companies and to
minimize disincentives for holding liquid assets.  On the basis
of an analysis of the rules and the projected composition of
Union National Financial Corporation's consolidated assets,
management does not believe that the risk-based capital rules
have a material effect on Union National Financial Corporation's
business and capital plans.  Union National Community Bank has
capital ratios exceeding the regulatory requirements.  See pages
15, 32 and 33 of Union National Financial Corporation's 1999
annual report for information concerning Union National Financial
Corporation's capital ratios which are included in Exhibit 13 and
incorporated here by reference.

    Pending Legislation.  Management cannot anticipate what
changes Congress may enact or, if enacted, their impact on Union
National Financial Corporation's financial position and reported
results of operation.  As a consequence of the extensive
regulation of commercial banking activities in the United States,
Union National Financial Corporation's and Union National
Community Bank's businesses may be adversely affected by federal
and state legislation and regulations that may increase the costs
of doing business. See also pages 33 and 34 of Union National
Financial Corporation's 1999 annual report, which pages are
included in Exhibit 13 and incorporated here by reference.

    Effects of Inflation.  Inflation has some impact on Union
National Financial Corporation's and Union National Community
Bank's operating costs.  Unlike many industrial companies,
however, substantially all of Union National Community Bank's
assets and liabilities are monetary in nature.  As a result,
interest rates have a more significant impact on Union National
Financial Corporation's and Union National Community Bank's
performance than the general level of inflation.  Over short
periods of time, interest rates may not necessarily move in the
same direction or in the same magnitude as prices of goods and
services.

   Monetary Policy.  Domestic economic conditions and the
monetary and fiscal policies of the United States Government and
its agencies affect the earnings of Union National Financial
Corporation and Union National Community Bank.  An important
function of the Federal Reserve System is to regulate the money
supply and interest rates.  Among the instruments used to
implement those objectives are open market operations in United
States government securities and changes in reserve requirements
against member bank deposits.  The Federal Reserve uses these
instruments in varying combinations to influence overall growth
and distribution of bank loans, investments and deposits, and
their use may also affect rates charged on loans or paid for
deposits.

   Union National Community Bank is a member of the Federal
Reserve System.  The policies and regulations of the Federal
Reserve Board have a significant effect on its deposits, loans
and investment growth, as well as the rate of interest earned and
paid, and are expected to affect Union National Community Bank's
operations in the future.  The effect of Federal Reserve Board
policies and regulations upon the future business and earnings of
Union National Financial Corporation and Union National Community
Bank cannot be predicted.

<PAGE>

   Environmental Laws.  Neither Union National Financial
Corporation nor Union National Community Bank anticipate that
compliance with environmental laws and regulations will have any
material effect on capital, expenditures, earnings, or on its
competitive position.  However, environmentally related hazards
have become a source of high risk and potentially unlimited
liability for financial institutions.  Environmentally
contaminated properties owned by an institution's borrowers may
result in a drastic reduction in the value of the collateral
securing the institution's loans to such borrowers, high
environmental clean up costs to the borrower affecting its
ability to repay the loans, the subordination of any lien in
favor of the institution to a state or federal lien securing
clean up costs, and liability to the institution for clean up
costs if it forecloses on the contaminated property or becomes
involved in the management of the borrower.  To minimize this
risk, Union National Community Bank may require an environmental
examination of and report with respect to the property of any
borrower or prospective borrower if circumstances affecting the
property indicate a potential for contamination, taking into
consideration a potential loss to the institution in relation to
the borrower.  Such examination must be performed by an
engineering firm experienced in environmental risk studies and
acceptable to the institution, and the cost of such

<PAGE>

examinations and reports are the responsibility of the borrower.
These costs may be substantial and may deter a prospective
borrower from entering into a loan transaction with Union
National Community Bank.  Union National Financial Corporation is
not aware of any borrower who is  currently subject to any
environmental investigation or clean up proceeding that is likely
to have a material adverse effect on the financial condition or
results of operations of Union National Community Bank.

   In 1995, the Pennsylvania General Assembly enacted the
Economic Development Agency, Fiduciary and Lender Environmental
Liability Protection Act which, among other things, provides
protection to lenders from environmental liability and
remediation costs under the environmental laws for releases and
contamination caused by others.  A lender who engages in
activities involved in the routine practices of commercial
lending, including, but not limited to, the providing of
financial services, holding of security interests, workout
practices, foreclosure or the recovery of funds from the sale of
property shall not be liable under the environmental acts or
common law equivalents to the Pennsylvania Department of
Environmental Resources or to any other person by virtue of the
fact that the lender engages in such commercial lending practice.
A lender, however, will be liable if it, its employees or agents,
directly cause an immediate release or directly exacerbate a
release of regulated substances on or from the property, or
knowingly and willfully compelled the borrower to commit an
action which caused such release or violate an environmental act.
The Economic Development Agency, Fiduciary and Lender
Environmental Liability Protection Act, however, does not limit
federal liability which still exists under certain circumstances.

   As discussed above, there are several federal and state
statutes that regulate the obligations and liabilities of
financial institutions pertaining to environmental issues.  In
addition to the potential for attachment of liability resulting
from its own actions, a bank may be held liable under certain
circumstances for the actions of its borrowers, or third parties,
when such actions result in environmental problems on properties
that collateralize loans held by Union National Community Bank.
Further, the liability has the potential to far exceed the
original amount of the loan issued by Union National Community
Bank.  Currently, neither Union National Financial Corporation
nor Union National Community Bank is a party to any pending legal
proceeding pursuant to any environmental statute, nor is Union
National Financial Corporation or Union National Community Bank
aware of any circumstances that may give rise to liability under
any such statute.

   Supervision and Regulation - Union National Community Bank
_________________________________________________________________

   The operations of Union National Community Bank are subject to
federal and state statutes applicable to banks chartered under
the banking laws of the United States, to members of the Federal
Reserve System and to banks whose deposits are insured by the
FDIC.  Bank operations are also subject to regulations of the
Comptroller of the Currency, the Federal Reserve Board and the
FDIC.

   The primary supervisory authority of Union National Community
Bank is the Comptroller of the Currency, which regulates and
examines Union National Community Bank.  The Comptroller  of the
Currency has the authority

<PAGE>

under the Financial Institutions Supervisory Act to prevent a
national bank from engaging in an unsafe or unsound practice in
conducting its business.

   Federal and state banking laws and regulations govern, among
other things, the scope of a bank's business, the investments a
bank may make, the reserves against deposits a bank must
maintain, loans a bank makes and collateral it takes, the maximum
interest rates a bank may pay on deposits, the activities of a
bank with respect to mergers and consolidations and the
establishment of branches.

   As a subsidiary of a bank holding company, Union National
Community Bank is subject to certain restrictions imposed by the
Federal Reserve Act on any extensions of credit to the parent
bank holding company or its subsidiaries, on investments in the
stock or other securities of the bank holding company or its
subsidiaries and on taking such stock or securities as collateral
for loans.  The Federal Reserve Act and Federal Reserve Board
regulations also place certain limitations and reporting
requirements on extensions of credit by a bank to principal
shareholders of its parent holding company, among others, and to
related interests of such principal shareholders.  In addition,
such legislation and regulations may affect the terms upon which
any person becoming a principal shareholder of a holding company
may obtain credit from banks with which the subsidiary bank
maintains a correspondent relationship.

        Other.  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 Community Bank.  It cannot be predicted whether
any such legislation will be adopted or, if adopted, how such
legislation would affect the business of Union National Community
Bank.  As a consequence of the extensive regulation of commercial
banking activities in the United States, Union National Community
Bank's business is particularly susceptible to being affected by
federal legislation and regulations that may increase the costs
of doing business.

        Statistical Data.  The information required by this Item
        ________________
is incorporated by reference from pages 19 through 33 of Union
National Financial Corporation's 1999 annual report.

        Employees.  As of March 23, 2000, Union National
        __________
Community Bank had 123 full-time employees and 20 part-time
employees.  None of  these employees is represented by a
collective bargaining agent, and Union National Financial
Corporation believes it enjoys good relations with its personnel.

<PAGE>
ITEM 2.   PROPERTIES.

    Union National Community Bank owns its main office, five
branch offices, the administration services center and certain
parking facilities related to its banking offices, all of which
are free and clear of any lien.  Union National Community Bank's
main office is located in the central business district of Mount
Joy, Pennsylvania.  Below is a table containing the location and
date of acquisition of Union National Community Bank's
properties.  In addition, Union National Community Bank leases
office space for one branch office located in Manheim,
Pennsylvania and office space for our Credit Services Division
located in Mount Joy, Pennsylvania.

<TABLE>
         PROPERTIES OWNED BY UNION NATIONAL COMMUNITY BANK
<CAPTION>

Office and Address   Description of Property     Date Acquired
__________________   _______________________   ________________
<S>                           <C>                      <C>
Main Office              Main Bank Office              1911
101 East Main Street     Cut limestone and brick.
Mount Joy, PA  17552     1995 addition is concrete
                         over steel construction.
                         Containing approximately
                         a total of 22,251 sq. ft.
                         of space.

Main Office Annex        Wood frame
115 East Main Street     construction             September, 1992
Mount Joy, PA 17552      with aluminum siding.
                         Containing approximately
                         1,632 sq. ft. of space.

Maytown Branch Office    Branch Bank                  April, 1972
100 West High Street     Brick veneer, shingled roof
Maytown, PA  17550       with wood trusses.  Containing
                         approximately 4,960 sq. ft.
                         of space.

Hempfield Branch Office  Branch Bank                   June, 1979
190 Stony Battery Road   Brick with wood shingle roof.
Salunga, PA  17538       Containing approximately
                         4,619 sq. ft. of space.

Elizabethtown Branch     Branch Bank                January, 1988
Office                   Brick veneer, shingled roof
1275 South Market Street with wood trusses.
Elizabethtown PA 17022   Containing approximately
                         6,668 sq. ft. of space.

<PAGE>

Motor Bank Branch Office Drive-up Bank Branch      November, 1972
21 North Barbara Street  Brick on frame.
Mount Joy, PA  17552     Containing approximately
                         445 sq. ft. of space.

Administration Services  Brick on concrete block  December, 1984
Center                    with wood and steel frame.
Bank Administration      Containing approximately
Building                 9,398 sq. ft. of space.
25 North Barbara Street
Mount Joy, PA  17552

Columbia Branch Office   Branch Bank                October, 1992
921 Lancaster Avenue     One story brick building
Columbia, PA  17512      containing approximately
                         2,257 sq. ft. of space.
</TABLE>
<TABLE>

                        PROPERTY LEASED BY THE BANK
<CAPTION>

Office and Address        Description of Property     Date Leased
_____________________    ________________________   _____________
<S>                              <C>                     <C>
Manheim Branch Office    Concrete block building   January, 1995
701 Lancaster Road       containing 4,266 sq. ft.
Manheim, PA 17545        of space of which approximately
                         2,600 sq. ft. of space is
                         currently used for banking
                         purposes.

Credit Services Division Second floor of brick    September, 1998
32 Mount Joy Street      building containing
Mount Joy, PA 17552      approximately 3,000 sq. ft.
                         of office space.

</TABLE>
In management's opinion, the above properties are in good
condition and are adequate for Union National Community Bank's
purposes.

ITEM 3.    LEGAL PROCEEDINGS.
______     __________________

   Management, after consulting with Union National Financial
Corporation's legal counsel, is not aware of any litigation that
would have a material adverse effect on the consolidated
financial position of Union National Financial Corporation.
There are no proceedings pending other than ordinary routine
litigation incident to the business of Union National Financial
Corporation and its subsidiary, Union National Community Bank.
In addition, no material proceedings are known to be contemplated
by governmental authorities against Union National Financial
Corporation or Union National Community Bank.

<PAGE>

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

    None.

                             PART II
                             _______

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
______     _________________________________________________
           STOCKHOLDER MATTERS.
           ____________________

    Market and dividend information required by this Item is
incorporated here by reference from the inside front cover of
Union National Financial Corporation's 1999 annual report which
is included in Exhibit 13 to this Form 10-K.  Union National
Financial Corporation's common stock is traded on a very limited
basis in the local over-the-counter market and on the OTC
Bulletin Board under the symbol UNNF.  Bid and asked information
is available on some internet websites providing financial market
news.  Information concerning actual trades is included on the
inside front cover of Union National Financial Corporation's 1999
annual report and is also available on some internet websites.
This information represents a limited amount of share transfer
activity.

    Union National Financial Corporation and, prior to Union
National Financial Corporation's organization as a bank holding
company, Union National Community Bank have paid regular cash
dividends on their common stock for more than thirty-five years.
Union National Financial Corporation expects to pay future
dividends; however, payment of such dividends will depend upon
earnings of Union National Financial Corporation and of Union
National Community Bank, their financial condition, capital
requirements and other factors, such as regulatory and legal
requirements.  It is anticipated that substantially all of the
funds available for the payment of dividends by Union National
Financial Corporation will be derived from dividends paid to it
by Union National Community Bank.

    Additional information required by this Item regarding
dividend restrictions is incorporated here by reference from page
33 of Union National Financial Corporation's 1999 annual report,
which is included in Exhibit 13 to this Form 10-K.

    As of March 21, 2000, there were approximately 927 holders of
record of Union National Financial Corporation's common stock.

ITEM 6.    SELECTED FINANCIAL DATA.
______     ________________________

    The information required by this Item is incorporated here by
reference from page 4 and 20 of Union National Financial
Corporation's 1999 annual report which is included in Exhibit 13
to this Form 10-K.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
______     _________________________________________________
           CONDITION AND RESULTS OF OPERATION.
           ___________________________________

    The information required by this Item is incorporated by
reference from pages 21 through 34 of Union National Financial
Corporation's 1999 annual report which are included in Exhibit 13
to this Form 10-K.

<PAGE>

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
_______     _____________________________________________
            MARKET RISK.
            ____________

    The information required by this Item is incorporated here by
reference from pages 30, 31 and 32 of Union National Financial
Corporation's 1999 annual report which pages are included in
Exhibit 13 to this Form 10-K.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
_______    ____________________________________________

    The information required by this Item is incorporated here by
reference from pages 6 through 20 of Union National Financial
Corporation's 1999 annual report are included in Exhibit 13 to
this Form 10-K.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
______     ________________________________________________
           ACCOUNTING AND FINANCIAL DISCLOSURE.
           ____________________________________
    None.

                           PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
________   _______________________________________________

    The information required by this Item is incorporated here by
reference from pages 3 through 12, 14, 15 and 25 of Union
National Financial Corporation's proxy statement for its 2000
annual meeting of shareholders.

<PAGE>
ITEM 11.    EXECUTIVE COMPENSATION.
________    _______________________

    The information required by this Item is incorporated here by
reference from pages 16 through 23 of Union National Financial
Corporation's proxy statement for its 2000 annual meeting of
shareholders.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
________    ___________________________________________________
            MANAGEMENT.
            ___________

    The information required by this Item is incorporated here by
reference from pages 3 through 5 and pages 14, 15 and 25 of Union
National Financial Corporation's proxy statement for its 2000
annual meeting of shareholders.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
_______     _______________________________________________

    The information required by this Item is incorporated here by
reference from and 25 of Union National Financial Corporation's
proxy statement for its 2000 annual meeting of shareholders.

                                PART IV
                                ________
ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
________   _____________________________________________________
           ON FORM 8-K.
           ____________

            (a)  1.     Financial Statements.

                        The following financial statements are
                        included by reference in Part II, Item 8
                        hereof.

                        Independent Auditors' Report.
                        Consolidated Balance Sheets.
                        Consolidated Statements of Income
                        Consolidated Statements of Cash Flows
                        Consolidated Statements of Changes in
                          Stockholders' Equity
                        Notes to Consolidated Financial
                         Statements

                 2.     The financial statement schedules
                        required by this Item are omitted because
                        the information is either inapplicable,
                        not required or is in the consolidated
                        financial statements as a part of this
                        Report.

                 3.     The following Exhibits are filed
                        herewith, or incorporated by reference as
                        a part of this Report:

<PAGE>

                        3(i) Union National Community Bank's
                             Amended Articles of Incorporation.
                             (Incorporated by reference to
                             Exhibit 3(i) to Union National
                             Financial Corporation's Registration
                             Statement No. 333-27837 on Form S-8,
                             filed with the Commission on May 27,
                             1997.)

                       3(ii) Union National Financial
                             Corporation's Amended By-laws.
                             (Incorporated by reference to
                             Exhibit 3(ii) to Union National
                             Financial Corporation's Registration
                             Statement No. 333-27837 on Form S-8,
                             filed with the Commission on May 27,
                             1997), and the amendment thereto
                             dated November 14, 1998.

                        10.1  Executive Employment Agreement
                              dated as of January 1, 1999,
                              between Mark D. Gainer and
                              Union National Financial
                              Corporation (Incorporated by
Reference to Exhibit 10.1 to Union National Financial
Corporation's Annual Report on Form 10-K for the Year Ended
December 31, 1998).

                        10.2  Union National Financial
                              Corporation 1988 Stock Incentive
                              Plan. (Incorporated by reference
                              to Exhibit 4.3 to Union National
                           Financial Corporation's
               Registration Statement No.
      333-27837 on Form S-8, filed with
    the Commission on May 27, 1997.)

                        10.3  Union National Financial
                              Corporation 1997 Stock
                              Incentive Plan.  (Incorporated
                              by reference to Exhibit 4.5 to
                         Union National Financial
              Corporation's Registration
      Statement No. 333-27837 on Form
  S-8, filed with the Commission on
May 27, 1997.)

                        10.4  Change of Control Agreement, dated
                              June 17, 1999, between Michael A.
                              Frey and Union National Financial
                              Corporation.

                        10.5  Union National Financial
                              Corporation Employee Stock Purchase
                              Plan (Incorporated by Reference to
                              Exhibit 4.4 to Union National
                              Financial Corporation's
                              Registration Statement No. 333-
                              27837 on Form S-8, filed with the
                              Commission on May 27, 1997).

                          11  Statement re: Computation of
                              Earnings Per Share.
                              (Incorporated by Reference to
                              page of 4 of Union National
                              Financial Corporation's 1999 Annual
                              Report, which is included herein at
                              Exhibit 13.)

                          12  Statement re:  Computation of
                              Ratios. (Incorporated by
                              Reference to page 4 of Union
                              National Financial Corporation's
                              1999 Annual Report, which is
                              included herein at Exhibit 13.)

 <PAGE>

                          13  Excerpts from Union National
                              Financial Corporation's 1999
                              Annual Report to Shareholders.

                          21  Subsidiaries of the Union National
                              Financial Corporation (Incorporated
                              by Reference to Union National
                         Financial Corporation's Annual
                    Report on Form 10-K for the Year
                 Ended December 31, 1998).

                          23  Consent of Independent Auditors.

                          27  Financial Data Schedule.

            (b)  No Current Report on Form 8-K was filed by
                 Union National Financial Corporation during the
                 fourth quarter of the 1999 fiscal year.

            (c)  The exhibits required to be filed by this Item
                 are listed under Item 14(a)3, above.

            (d)  NOT APPLICABLE.
<PAGE>

                          SIGNATURES
                           ____________

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                            UNION NATIONAL FINANCIAL CORPORATION
                             ____________________________________
                                             (Registrant)


                          By  /s/ Mark D. Gainer

                              ____________________________
                              Mark D. Gainer, President
                              and Chief Executive Officer

                              Date:    March 23, 2000

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of Union National Financial Corporation and in the
capacities and on the dates indicated.

                                               DATE
                                               ____

By   /s/ Mark D. Gainer                   March 23, 2000
     ________________________
     Mark D. Gainer
     President, Chief Executive Officer
     and Director (principal executive officer)


By   /s/ Donald H. Wolgemuth              March 23, 2000
     ________________________
     Donald H. Wolgemuth
     Chairman of the Board of Directors
     and Director


By   /s/ William E. Eby                   March 23, 2000
     ________________________
     William E. Eby, Director

By   /s/ Clement M. Hoober                March 23, 2000
     ________________________
     Clement M. Hoober, CPA,
     Chief Financial Officer (principal
     financial officer and principal
     accounting officer)


By   /s/ Frank R. Eichler                 March 23, 2000
     ________________________
     Franklin R. Eichler, Director


By   /s/ Daniel C. Gohn                   March 23, 2000
     ______________________
     Daniel C. Gohn, Director


By   /s/ Carl R. Hallgren                 March 23, 2000
     ________________________
     Carl R. Hallgren, Director


By   /s/ David G. Heisey                  March 23, 2000
     ________________________
     David G. Heisey, Director


By   /s/ William D. Linkous               March 23, 2000
     ________________________
     William D. Linkous, Director


By   /s/ Darwin A. Nissley                March 23, 2000
     ________________________
     Darwin A. Nissley, Director


By   /s/ Daniel H. Raffensperger          March 23, 2000
     ________________________
     Daniel H. Raffensperger, Director


By   /s/ Benjamin W. Piersol, Jr.         March 23, 2000
     ________________________
     Benjamin W. Piersol, Jr., Director

:94699
<PAGE>
<TABLE>
                            EXHIBIT INDEX




                                                  Sequential Page
 Exhibit                                       Number in Manually
 Number                                           Signed Original
 ______                                         _________________
  <S>    <C>
  3(i)    Union National Financial Corporation's
          Amended Articles of Incorporation.
         (Incorporated by reference to Exhibit 3(i)
          to Union National Financial Corporation's
          Registration Statement No. 333-27837
          on Form S-8, filed with the Commission on
          May 27, 1997.)

  3(ii)   Union National Financial Corporation's
          Amended By-laws.(Incorporated by reference
          to Exhibit 3(ii) to Union National Financial
          Corporation's Registration Statement No. 333-27837
          on Form S-8, filed with the Commission on
          May 27, 1997), and the amendment thereto dated
          November 14, 1998 (Incorporated by reference to Exhibit
          3(ii) to Union National Financial Corporation's Annual
         Report on Form 10-K for the Year Ended December 31,
     1998).

  10.1    Executive Employment Agreement dated as of
          January 1, 1999, between Mark D. Gainer and
          Union National Financial Corporation (Incorporated by
        reference to Exhibit 10.1 to Union National Financial
      Corporation's Annual Report on Form 10-K for the Year
    Ended December 31, 1998).

  10.2    Union National Financial Corporation 1988 Stock
          Incentive Plan. (Incorporated by Reference to Exhibit
        4.3 to Union National Financial Corporation's
          Registration Statement No. 333-27837
          on Form S-8, filed with the Commission on
          May 27, 1997.)

  10.3    Union National Financial Corporation's 1997 Stock
          Incentive Plan.  (Incorporated by Reference to Exhibit
         4.5 to Union National Financial Corporation's
          Registration Statement No. 333-27837
          on Form S-8, filed with the Commission on
          May 27, 1997.)

  10.4    Change in Control Agreement, dated as of June 17,
          1999, between Michael a. Frey and Union National
          Financial Corporation.

  10.5    Union National Financial Corporation's Employee Stock
Purchase Plan (Incorporated by Reference to Exhibit 4.4 to Union
National Financial Corporation's Registration Statement No. 333-
27837 on Form S-8, file with the Commission on May 27, 1997.)

  11      Statement re: Computation of Earnings Per Share.
          (Incorporated by Reference to page 4 of Union
          National Financial Corporation's 1999 Annual Report,
          which is included herein at Exhibit 13.)

  12      Statement re:  Computation of Ratios.
          (Incorporated by Reference to page 4 of
          Union National Financial Corporation's 1999 Annual
          Report, which is included herein at Exhibit 13.)

<PAGE>

  13      Excerpts from Union National Financial
          Corporation's 1999 Annual Report to
          Shareholders.

  21      Subsidiaries of Union National Financial
          Corporation (Incorporated by Reference to Union
National Financial Corporation's Annual Report on Form 10-K for
the Year Ended December 31, 1998).

  23      Consent of Independent Auditors.

  27      Financial Data Schedule.

</TABLE>