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, 2005

                              OR

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

  For the transition period from to_____________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)


         570 Lausch Lane
     Lancaster, Pennsylvania                  17601
     _______________________                  _____
  (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>
<PAGE>
     Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
                                             Yes [ ]  No [X]

     Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.
                                                    [ ]

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

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

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

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

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

     The aggregate market value of the shares of Common Stock of
the Registrant held by nonaffiliates of the Registrant was
$50,172,950 as of June 30, 2005.  As of March 20, 2006 the
Registrant had approximately 2,516,050 shares of Common Stock
outstanding.

               DOCUMENTS INCORPORATED BY REFERENCE:

     Excerpts from Union National Financial Corporation's 2005
Annual Report to stockholders are incorporated by reference into
Parts I, II and IV, hereof.  Union National Financial
Corporation's Proxy Statement for its 2006 Annual Meeting is
incorporated by reference in response to Parts II and III,
hereof.

<PAGE>

              UNION NATIONAL FINANCIAL CORPORATION
                           FORM 10-K
                             INDEX

PART I                                                 PAGE NO.
     Item 1 -   Business..................................... 4
     Item 1A -  Risk Factors.................................11
     Item 1B -  Unresolved Staff Comments....................19
     Item 2 -   Properties...................................19
     Item 3 -   Legal Proceedings............................22
     Item 4 -   Submission of Matters to a Vote of Security
                Holders......................................22

PART II
     Item 5 -   Market for Registrant's Common Equity, Related
                Stockholder Matters and Issuer Purchases of
                Equity Securities............................23
     Item 6 -   Selected Financial Data......................24
     Item 7 -   Management's Discussion and Analysis of
                Financial Condition and Results of Operation.24
     Item 7A-   Quantitative and Qualitative Disclosure About
                Market Risk..................................25
     Item 8 -   Financial Statements and Supplementary Data..25
     Item 9 -   Changes In and Disagreements With Accountants
                on Accounting and Financial Disclosure.......25
     Item 9A-   Controls and Procedures......................25
     Item 9B-   Other Information............................25

PART III
     Item 10-   Directors and Executive Officers of the
                Registrant...................................26
     Item 11-   Executive Compensation.......................26
     Item 12-   Security Ownership of Certain Beneficial
                Owners and Management and Related
                Stockholder Matters..........................26
     Item 13-   Certain Relationships and Related
                Transactions.................................26
     Item 14-   Principal Accountant Fees and Services.......26

PART IV
     Item 15-   Exhibits, Financial Statement Schedules......27

     Signatures..............................................31

     Exhibit Index...........................................33

                              3

<PAGE>


UNLESS THE CONTEXT OTHERWISE REQUIRES, THE TERMS "UNION
NATIONAL," "WE," "US," and "OUR" REFER TO UNION NATIONAL
FINANCIAL CORPORATION AND ITS CONSOLIDATED SUBSIDIARIES.

                            PART I
                            ______

     Union National Financial Corporation's management has made
forward-looking statements in this document, and in documents
that it incorporates 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
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;
     * 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.

                CRITICAL ACCOUNTING POLICIES

     Disclosure of the corporation's significant accounting
policies is included in Note 1 to the consolidated financial
statements on pages 8 through 11 and in Management's Discussion
and Analysis on page 25 of the 2005 Annual Report to Stockholders
(Exhibit 13).  The corporation's accounting policies have been
approved by the Audit Committee.

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, as amended, 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
                              4

<PAGE>

paid by Union National Community Bank.  Union National Financial
Corporation has three wholly-owned subsidiaries, Union National
Community Bank, Union National Capital Trust I and Union National
Capital Trust II.  Union National's two trust subsidiaries were
formed on December 19, 2003, and October 23, 2004, respectively,
for the purpose of issuing trust capital securities.  Union
National Community Bank has a wholly owned subsidiary, Union
National Insurance Agency, Inc. formed on May 21, 2001.  The bank
formed a new mortgage company, Home Team Financial, LLC ("Home
Team Financial") that began operations in July 2005.  The members
of Home Team Financial are Union National Community Bank with a
98% ownership interest and John Neihart and Kevin Glackin who
have an aggregate 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.  Home Team Financial
acquired certain assets of Home Team Mortgage, Inc. and the
employees of Home Team Mortgage, Inc. became employees of Home
Team Financial.  Mr. Neihart serves as President of Home Team
Financial 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 also offers
title insurance and settlement services through its subsidiary,
TA of Lancaster, LLC.

     Union National Community Bank was organized in 1865 under a
national bank charter.  Union National Community Bank is a
national banking association, a member of the Federal Reserve
System and is regulated by the Office of the Comptroller of the
Currency.  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, a commercial banking office
opened in March 2004 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 located at its main office.
Through a third party provider affiliation, Union National
Community Bank offers certain non-depository products to its
customers to include annuities and brokerage services.

     Union National Financial Corporation's executive offices are
located at 570 Lausch Lane, Lancaster, Pennsylvania 17601.  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

                              5

<PAGE>

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 Annual Report on 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 18 through 19 and page 38 of the 2005 Annual
Report to Stockholders.

     Without the prior approval of the Federal Reserve, 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
     * acquiring substantially all of the assets of any bank; or
     * merging with another bank holding company.

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 other than
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.

                              6
<PAGE>

     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%, of which at least 4% 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 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 page
18 of Union National Financial Corporation's 2005 Annual Report
to Stockholders for information concerning the corporation's and
the bank's capital ratios, which are included in Exhibit 13 and
incorporated herein by reference.

                              7

<PAGE>

     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 18 through 19 and page 38 of
Union National Financial Corporation's 2005 Annual Report to
Stockholders, which is included in Exhibit 13 and incorporated
herein 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.

     Environmental Laws.  Neither Union National Financial
     __________________
Corporation nor Union National Community Bank anticipates 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

                              8

<PAGE>

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 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.

     Sarbanes-Oxley Act of 2002.  The Sarbanes-Oxley Act of 2002
     __________________________
implemented a broad range of corporate governance, accounting and
reporting measures for companies that have securities registered
under the Exchange Act, including publicly-held bank holding
companies.  The more significant reforms of the Sarbanes-Oxley
Act of 2002 include: (1) new requirements for audit committees,
including independence, expertise, and responsibilities; (2)
certification of financial statements by the Chief Executive
Officer and Chief Financial Officer of the reporting company; (3)
new standards for auditors and regulation of audits, including
independence provisions that restrict non-audit services that
accountants may provide to their audit clients; (4) increased
disclosure and reporting obligations for the reporting company
and their directors and executive officers, including accelerated
reporting of stock transactions and a prohibition on trading
during pension blackout periods; and (5) a range of new and
increased civil and criminal penalties for fraud and other
violations of the securities laws.

     USA Patriot Act.  The Uniting and Strengthening America by
     _______________
Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (USA Patriot Act) imposes additional
obligations on financial institutions, including banks and
broker-dealer subsidiaries, to implement policies, procedures and
controls which are reasonably designed to detect and report
instances of money laundering and the financing of terrorism.  In
addition, provisions of the USA Patriot Act require the federal
financial institution regulatory agencies to consider the
effectiveness of a financial institution's anti-money laundering
activities when reviewing bank mergers and bank holding company
acquisitions.

     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

                              9

<PAGE>

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
Office of the Comptroller of the Currency, the Federal Reserve
Board and the FDIC.

     The primary supervisory authority of Union National
Community Bank is the Office of the Comptroller of the Currency,
which regulates and examines Union National Community Bank.  The
Comptroller of the Currency has the authority 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.  The Union National
Insurance Agency, Inc. provides insurance-related products to the
bank's customers.  The agency is subject to supervision and
regulation by the Insurance Department of the Commonwealth of
Pennsylvania, the Office of the Comptroller of Currency and other
regulatory agencies.

     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

                              10

<PAGE>

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 25 through 38 of Union
National Financial Corporation's 2005 Annual Report to
Stockholders.

     Employees.  As of March 20, 2006, Union National Community
     _________
Bank, including Home Team Financial, had 169 full-time employees
and 21 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.  The corporation's website address is www.uncb.com.
The corporation makes available free of charge its annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports as soon as reasonably
practicable after it electronically files such reports with the
Securities and Exchange Commission.  Copies of such reports are
available at no charge by contacting Clement M. Hoober, Executive
VP, Chief Financial Officer at P.O. Box 567, 101 E. Main Street,
Mount Joy, PA 17552-567.  (The information found on the
corporation's website does not constitute a part of this or any
other report.)

ITEM 1A.    RISK FACTORS.
_______     ____________

     An investment in Union National's common stock is subject to
risks inherent to our business. The material risks and
uncertainties that management believes affect Union National are
described below. Before making an investment decision, you should
carefully consider the risks and uncertainties described below
together with all of the other information included or
incorporated by reference in this report. The risks and
uncertainties described below are not the only ones facing Union
National. Additional risks and uncertainties that management is
not aware of or focused on or that management currently deems
immaterial may also impair our business operations. This report
is qualified in its entirety by these risk factors.

     If any of the following risks actually occur, Union
National's financial condition and results of operations could be
materially and adversely affected. If this were to happen, the
value of Union National's common stock could decline
significantly, and you could lose all or part of your investment.

UNION NATIONAL IS SUBJECT TO INTEREST RATE RISK, AND VARIATIONS
IN INTEREST RATES MAY NEGATIVELY AFFECT ITS FINANCIAL
PERFORMANCE.

     Changes in the interest rate environment may reduce profits.
The primary source of income for Union National is the
differential or "spread" between the interest earned on loans,
securities and other interest-earning assets, and interest paid
on deposits, borrowings and other interest-bearing liabilities.
As prevailing interest rates change, net interest spreads are
affected by the difference between the maturities and repricing
characteristics of interest-earning assets and interest-bearing
liabilities. In addition, loan volume and yields are affected by
market interest rates on loans, and

                              11

<PAGE>

rising interest rates generally are associated with a lower
volume of loan originations. An increase in the general level of
interest rates may also adversely affect the ability of certain
borrowers to pay the interest on and principal of their
obligations. Although management believes it has implemented
effective asset and liability management strategies to reduce the
potential effects of changes in interest rates on the results of
operations, any substantial, unexpected, prolonged change in
market interest rates could have a material adverse effect on
Union National's net interest spread, asset quality, loan
origination volume and overall profitability.

UNION NATIONAL IS SUBJECT TO LENDING RISK

     There are inherent risks associated with Union National's
lending activities. These risks include, among other things, the
impact of changes in interest rates and changes in the economic
conditions in the markets where we operate as well as those
across the Commonwealth of Pennsylvania and the United States. As
noted above, increases in interest rates and/or weakening
economic conditions could adversely impact the ability of
borrowers to repay outstanding loans or the value of the
collateral securing these loans. Union National is also subject
to various laws and regulations that affect its lending
activities. Failure to comply with applicable laws and
regulations could subject us to regulatory enforcement action
that could result in the assessment of significant civil money
penalties against Union National.

     As of December 31, 2005, approximately 55% of Union
National's loan portfolio consisted of commercial, industrial,
agricultural, construction, and commercial and agricultural real
estate loans. These types of loans are generally viewed as having
more risk of default than residential real estate loans or
consumer loans. These types of loans are also typically larger
than residential real estate loans and consumer loans. Because
our loan portfolio contains a significant number of commercial,
industrial, agricultural, construction, and commercial and
agricultural real estate loans with relatively large balances,
the deterioration of one or a few of these loans could cause a
significant increase in non-performing loans. An increase in non-
performing loans could result in a net loss of earnings from
these loans, an increase in the provision for loan and lease
losses and an increase in loan charge-offs, all of which could
have a material adverse effect on Union National's financial
condition and results of operations.

UNION NATIONAL'S ALLOWANCE FOR LOAN AND LEASE LOSSES MAY BE
INSUFFICIENT

     Union National's loan customers may not repay their loans
according to their terms, and the collateral securing the payment
of their loans may be insufficient to assure repayment. We
maintain an allowance for loan and lease losses, which is a
reserve established through a provision for losses charged to
expense that represents management's best estimate of probable
losses that have been incurred within the existing portfolio of
loans and leases ("loans"). The allowance, in the judgment of
management, is necessary to reserve for estimated loan losses and
risks inherent in the loan portfolio. The level of the allowance
reflects management's continuing evaluation of industry
concentrations; specific credit risks; loan loss experience;
current loan portfolio quality; present

                              12

<PAGE>

economic, political and regulatory conditions; and unidentified
losses inherent in the current loan portfolio. The determination
of the appropriate level of the allowance for loan losses
inherently involves a high degree of subjectivity and requires
management to make significant estimates of current credit risks
and future trends, all of which may undergo material changes.
Changes in economic conditions affecting borrowers, new
information regarding existing loans, identification of
additional problem loans and other factors, both within and
outside of Union National's control, may require an increase in
the allowance for loan losses. In addition, bank regulatory
agencies periodically review our allowance for loan losses and
may require an increase in the provision for loan losses or the
recognition of further loan charge-offs, based on judgments
different than those of management. Also, if charge-offs in
future periods exceed the allowance for loan losses, Union
National will need additional provisions to increase the
allowance for loan losses. Any increases in the allowance for
loan losses will result in a decrease in net income and,
possibly, capital, and may have a material adverse effect on
Union National's financial condition and results of operations.

UNION NATIONAL IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND
SUPERVISION

     Union National is subject to extensive federal and state
regulation and supervision. Banking regulations are primarily
intended to protect depositors' funds, federal deposit insurance
funds and the banking system as a whole, not shareholders. These
regulations affect our lending practices, capital structure,
investment practices, dividend policy and growth, among other
things. Congress and federal regulatory agencies continually
review banking laws, regulations and policies for possible
changes. Changes to statutes, regulations or regulatory policies,
including changes in interpretation or implementation of
statutes, regulations or policies, could affect Union National in
substantial and unpredictable ways. Such changes could subject us
to additional costs, limit the types of financial services and
products we may offer, and/or increase the ability of non-banks
to offer competing financial services and products, among other
things. Failure to comply with laws, regulations or policies
could result in sanctions by regulatory agencies, civil money
penalties, and/or reputation damage, which could have a material
adverse effect on our business, financial condition, and results
of operations. While Union National has policies and procedures
designed to prevent any such violations, there can be no
assurance that such violations will not occur. In addition, Union
National is subject to changes in federal and state tax laws,
accounting principles, and governmental economic and monetary
policies. We cannot predict whether any of these changes may
adversely and materially affect us. Compliance with the various
statutes and other regulations increases Union National's
expense, requires management's attention, and can be a
disadvantage from a competitive standpoint with respect to non-
regulated competitors.

UNION NATIONAL MAY NOT BE ABLE TO SUCCESSFULLY MANAGE GROWTH

     During the last five years, Union National has experienced
significant growth.  Continued growth and expansion is a key
aspect of our business strategy.  Union National's ability to
continue to grow depends, in part, upon our ability to:

                              13

<PAGE>

     * Open new branch offices;
     * Attract deposits to those locations;
     * Identify attractive loan and investment opportunities; and
     * Obtain capital necessary for growth on terms that are
       favorable.

     Management may not be able to successfully implement Union
National's growth strategy if attractive locations and
opportunities to expand in the future cannot be identified.  The
ability to manage growth successfully will also depend upon
whether it is possible to maintain capital levels adequate to
support growth, maintain cost controls and asset quality, and
introduce new products and services.  We anticipate that some
growth will be supported through the generation of additional
deposits at new branch locations; however, it may be necessary to
raise additional capital through other means.  Union National's
ability to raise capital through the sale of securities will
depend primarily upon our financial condition and the condition
of financial markets at the time, and it may not be possible to
obtain additional capital in the amounts or on terms satisfactory
to us.  Future growth may be constrained if Union National is
unable to raise additional capital as needed.

     As Union National continues to expand by opening new
branches, we expect to incur increased personnel, occupancy, and
other operating expenses.  These higher expenses must be absorbed
while new deposits are beginning to be generated, and there is
also a time lag in deploying the new deposits into attractively
priced loans and other higher yielding earning assets.  Thus,
Union National's plans to grow aggressively could depress
earnings in the short run, even if the growth strategy is well
executed.

UNION NATIONAL IS SUBJECT TO ENVIRONMENTAL LIABILITY RISK
ASSOCIATED WITH LENDING ACTIVITIES

     A significant portion of Union National's loan portfolio is
secured by real property. During the ordinary course of business,
we may foreclose on and take title to properties securing certain
loans. In doing so, there is a risk that hazardous or toxic
substances could be found on these properties. If hazardous or
toxic substances are found, Union National may be liable for
remediation costs, as well as for personal injury and property
damage. Environmental laws may require us to incur substantial
expenses and may materially reduce the affected property's value
or limit our ability to use or sell the affected property. In
addition, future laws or more stringent interpretations or
enforcement policies with respect to existing laws may increase
our exposure to environmental liability. The remediation costs
and any other financial liabilities associated with an
environmental hazard could have a material adverse effect on our
financial condition and results of operations.

UNION NATIONAL'S PROFITABILITY DEPENDS SIGNIFICANTLY ON ECONOMIC
CONDITIONS IN THE COMMONWEALTH OF PENNSYLVANIA

     Union National's success depends primarily on the general
economic conditions of the Commonwealth of Pennsylvania and the
specific local markets in which we operate. Unlike larger
national or other regional banks that are more geographically
diversified, we provide banking and

                              14

<PAGE>

financial services to customers primarily in Lancaster County,
PA. The local economic conditions in this area have a significant
impact on the demand for our products and services as well as the
ability of our customers to repay loans, the value of the
collateral securing loans, and the stability of our deposit
funding sources. A significant decline in general economic
conditions, caused by inflation, recession, acts of terrorism,
outbreak of hostilities or other international or domestic
occurrences, unemployment, changes in securities markets, or
other factors could impact these local economic conditions and,
in turn, have a material adverse effect on Union National's
financial condition and results of operations.

UNION NATIONAL OPERATES IN A HIGHLY COMPETITIVE INDUSTRY AND
MARKET AREA

     Union National competes for loans, deposits and investment
dollars with numerous regional and national banks and other
community banking institutions, as well as other kinds of
financial institutions and enterprises, such as securities firms,
insurance companies, savings associations, credit unions,
mortgage brokers, and private lenders. Many competitors have
substantially greater resources than Union National does, and
operate under less stringent regulatory environments. The
differences in resources and regulations may make it harder for
Union National to compete profitably, reduce the rates that we
can earn on loans and investments, increase the rates we must
offer on deposits and other funds, and adversely affect our
overall financial condition and earnings.

     Union National's ability to compete successfully depends on
a number of factors, including, among other things:

   * The ability to develop, maintain and build upon long-term
     customer relationships based on top quality service, high
     ethical standards and safe, sound assets;
   * The ability to expand our market position;
   * The scope, relevance and pricing of products and services
     offered to meet customer needs and demands;
   * The rate at which we introduce new products and services
     relative to our competitors;
   * Customer satisfaction with our level of service; and
   * Industry and general economic trends.

     Failure to perform in any of these areas could significantly
weaken Union National's competitive position, which could
adversely affect our growth and profitability.  This could, in
turn, have a material adverse effect on our financial condition
and results of operations.

UNION NATIONAL'S CONTROLS AND PROCEDURES MAY FAIL OR BE
CIRCUMVENTED

     Management regularly reviews and updates Union National's
internal controls, disclosure controls and procedures, and
corporate governance policies and procedures. Any system of
controls, however well designed and operated, is based in part on
certain assumptions and can provide only reasonable, not
absolute, assurances that the objectives of the system are met.
Any failure or

                              15

<PAGE>

circumvention of our controls and procedures or failure to comply
with regulations related to controls and procedures could have a
material adverse effect on our business, results of operations,
and financial condition.

NEW LINES OF BUSINESS OR NEW PRODUCTS AND SERVICES MAY SUBJECT
UNION NATIONAL TO ADDITIONAL RISK

     From time to time, Union National may implement new lines of
business or offer new products and services within existing lines
of business. There are substantial risks and uncertainties
associated with these efforts, particularly in instances where
the markets are not fully developed. In developing and marketing
new lines of business and/or new products and services, Union
National may invest significant time and resources. Initial
timetables for the introduction and development of new lines of
business and/or new products or services may not be achieved and
price and profitability targets may not prove feasible. External
factors, such as compliance with regulations, competitive
alternatives, and shifting market preferences, may also impact
the successful implementation of a new line of business or a new
product or service. Furthermore, any new line of business and/or
new product or service could have a significant impact on the
effectiveness of our system of internal controls. Failure to
successfully manage these risks in the development and
implementation of new lines of business or new products or
services could have a material adverse effect on Union National's
business, results of operations, and financial condition.

UNION NATIONAL RELIES ON DIVIDENDS FROM ITS SUBSIDIARIES FOR MOST
OF ITS REVENUE

     Union National Financial Corporation ("UNFC") is a separate
and distinct legal entity from its subsidiaries. It receives
substantially all of its revenue from dividends from its
subsidiary, Union National Community Bank. These dividends are
the principal source of funds to pay dividends on our common
stock and interest and principal on our debt. Various federal
and/or state laws and regulations limit the amount of dividends
that the bank may pay to UNFC. Also, UNFC's right to participate
in a distribution of assets upon a subsidiary's liquidation or
reorganization is subject to the prior claims of the subsidiary's
creditors. In the event the bank is unable to pay dividends to
UNFC, UNFC may not be able to service debt, pay obligations, or
pay dividends on its common stock. The inability to receive
dividends from the bank could have a material adverse effect on
our business, financial condition, and results of operations.

UNION NATIONAL MAY NOT BE ABLE TO ATTRACT AND RETAIN SKILLED
PEOPLE

     Union National is a customer-focused and relationship-driven
organization.  Our success depends, in large part, on our ability
to attract and retain key people. Union National currently has
employment agreements with several of our senior officers;
however, the existence of such agreements does not necessarily
assure that we will be able to continue to retain their services.
We also maintain bank-owned life insurance that would help cover
some of the economic impact of a loss caused by death.  The
unexpected loss of services of one or more of our key personnel
could have a material adverse impact on our business because of
their skills, knowledge of our market,

                              16

<PAGE>

years of industry experience, and the difficulty of promptly
finding qualified replacement personnel.  Competition for the
best people in most activities engaged in by Union National can
be intense and we may not be able to hire people or to retain
them.

UNION NATIONAL'S INFORMATION SYSTEMS MAY EXPERIENCE AN
INTERRUPTION OR BREACH IN SECURITY

     Union National relies heavily on communications and
information systems to conduct its business. Any failure,
interruption, or breach in security of these systems could result
in failures or disruptions in our customer relationship
management, general ledger, deposit, loan, and other systems.
While Union National has policies and procedures designed to
prevent or limit the effect of the failure, interruption, or
security breach of our information systems, there can be no
assurance that any such failures, interruptions, or security
breaches will not occur or, if they do occur, that they will be
adequately addressed. The occurrence of any failures,
interruptions, or security breaches of Union National's
information systems could damage our reputation, result in a loss
of customer business, subject us to additional regulatory
scrutiny, or expose us to civil litigation and possible financial
liability, any of which could have a material adverse effect on
our financial condition and results of operations.

UNION NATIONAL CONTINUALLY ENCOUNTERS TECHNOLOGICAL CHANGE

     The financial services industry is continually undergoing
rapid technological change with frequent introductions of new
technology-driven products and services. The effective use of
technology increases efficiency and enables financial
institutions to better serve customers and to reduce costs. Union
National's future success depends, in part, upon our ability to
address the needs of our customers by using technology to provide
products and services that will satisfy customer demands, as well
as to create additional efficiencies in our operations. Many of
Union National's competitors have substantially greater resources
to invest in technological improvements. Union National may not
be able to effectively implement new technology-driven products
and services or be successful in marketing these products and
services to our customers. Failure to successfully keep pace with
technological change affecting the financial services industry
could have a material adverse impact on Union National's business
and, in turn, our financial condition and results of operations.

     Technology and other changes are allowing parties to
complete financial transactions that historically have involved
banks through alternative methods. For example, consumers can now
maintain funds that would have historically been held as bank
deposits in brokerage accounts or mutual funds. Consumers can
also complete transactions such as paying bills and/or
transferring funds directly without the assistance of banks. The
process of eliminating banks as intermediaries, known as
"disintermediation," could result in the loss of fee income, as
well as the loss of customer deposits and the related income
generated from those deposits. The loss of these revenue streams
and the lower cost deposits as a source of funds could have a
material adverse effect on our financial condition and results of
operations.

                              17

<PAGE>

UNION NATIONAL IS SUBJECT TO CLAIMS AND LITIGATION PERTAINING TO
FIDUCIARY RESPONSIBILITY

     From time to time, customers may make claims and take legal
action pertaining to Union National's performance of its
fiduciary responsibilities. Whether customer claims and legal
action related to our performance of fiduciary responsibilities
are founded or unfounded, if such claims and legal actions are
not resolved in a manner favorable to us they may result in
significant financial liability and/or adversely affect the
market perception of Union National and its products and services
as well as impact customer demand for those products and
services. Any financial liability or reputation damage could have
a material adverse effect on our business, which, in turn, could
have a material adverse effect on Union National's financial
condition and results of operations.

SEVERE WEATHER, NATURAL DISASTERS, ACTS OF WAR ON TERRORISM, AND
OTHER EXTERNAL EVENTS COULD SIGNIFICANTLY IMPACT UNION NATIONAL'S
BUSINESS

     Severe weather, natural disasters, acts of war or terrorism,
and other adverse external events could have a significant impact
on Union National's ability to conduct business. Such events
could affect the stability of our deposit base, impair the
ability of borrowers to repay outstanding loans, impair the value
of collateral securing loans, cause significant property damage,
result in loss of revenue, and/or cause Union National to incur
additional expenses. Severe weather or natural disasters, acts of
war or terrorism, or other adverse external events may occur in
the future. Although management has established disaster recovery
policies and procedures, the occurrence of any such event could
have a material adverse effect on our business, which, in turn,
could have a material adverse effect on Union National's
financial condition and results of operations.

UNION NATIONAL'S STOCK PRICE CAN BE VOLATILE

     Stock price volatility may make it more difficult for you to
resell your common stock when you want and at prices you find
attractive. Union National's stock price can fluctuate
significantly in response to a variety of factors including,
among other things:

     * Actual or anticipated variations in quarterly results of
       operations;
     * Recommendations by securities analysts;
     * Operating and stock price performance of other companies
       that investors deem comparable to Union National;
     * News reports relating to trends, concerns, and other
       issues in the financial services industry;
     * Perceptions in the marketplace regarding Union National
       and/or its competitors;
     * New technology used, or services offered, by competitors;
     * Changes in government regulation; or
     * Geopolitical conditions such as acts or threats of
       terrorism or military conflicts.

                              18

<PAGE>

     General market fluctuations, industry factors, and general
economic and political conditions and events, such as economic
slowdowns or recessions, interest rate changes, or credit loss
trends, could also cause our stock price to decrease regardless
of operating results.

THE TRADING VOLUME IN UNION NATIONAL'S COMMON STOCK IS LESS THAN
THAT OF SOME OTHER FINANCIAL SERVICES COMPANIES

     Union National's common stock is traded on the OTC Bulletin
Board. The trading volume in our common stock is less than that
of some other financial services companies. A public trading
market having the desired characteristics of depth, liquidity,
and orderliness depends on the presence in the marketplace of
willing buyers and sellers of our common stock at any given time.
This presence depends on the individual decisions of investors
and general economic and market conditions over which Union
National has no control. Given the lower trading volume of our
common stock, significant sales of the common stock or the
expectation of these sales could cause Union National's stock
price to fall.

UNION NATIONAL'S ARTICLES OF INCORPORATION, BY-LAWS AND CERTAIN
BANKING LAWS MAY HAVE AN ANTI-TAKEOVER EFFECT

     Provisions of Union National's articles of incorporation and
by-laws, and federal banking laws, including regulatory approval
requirements, could make it more difficult for a third party to
acquire Union National, even if doing so would be perceived to be
beneficial to our shareholders. The combination of these
provisions effectively inhibits a non-negotiated merger or other
business combination, which, in turn, could adversely affect the
market price of Union National's common stock.

ITEM 1B.    UNRESOLVED STAFF COMMENTS.
_______     _________________________

     None.

ITEM 2.     PROPERTIES.
______      __________

     Union National Community Bank owns its main bank office, six
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.  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 two branch offices, a commercial banking
office, a professional office center (executive offices), and
land for future office expansion.  Union National Community
Bank's executive offices are located at 570 Lausch Lane,
Lancaster, Pennsylvania.

       PROPERTIES OWNED BY UNION NATIONAL COMMUNITY BANK
Office and Address       Description of Property  Date Acquired
__________________       _______________________  _______________

                              19

<PAGE>

Mount Joy Bank 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
                         22,251 sq. ft. of space.

Mount Joy Office Annex   Wood frame construction  September, 1992
115 East Main Street     with aluminum siding.
Mount Joy, PA 17552      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
                         6,808 sq. ft. of space.

Elizabethtown MotorBank  Drive-up Bank            September 2001
 Office                  Brick on Frame
                         Containing approximately
                         574 sq. ft. of space.


MotorBank 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
25 North Barbara Street

                              20

<PAGE>

Mount Joy, PA  17552     9,398 sq. ft. of space

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.

                  PROPERTY LEASED BY THE BANK
Office and Address       Description of Property  Date Leased
__________________       _______________________  _______________

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 Office   Third floor of three     August 1998
32 Mount Joy Street      story brick building
Mount Joy, PA 17552      containing 3,000 sq. ft. of
                         office space.

Manheim Township Branch  Branch Bank              April 22, 2003
Office                   One story brick and metal siding
38 E. Roseville Road     building containing approximately
Lancaster, PA 17601      2,000 sq. ft. of space.

Future Office Site       Future Branch Bank      February 1, 2005
1625 Old Philadelphia    Building under construction
Pike                     containing approximately
Lancaster, PA 17602      3,484 sq. ft. of space.

Commercial Banking       Suite 230 (a portion of  March 2005
 Office                  a three story concrete and
Suite 230                masonry office complex) containing
205 Granite Run Drive    approximately 3,789 sq. ft. of
Lancaster, PA 17601      office space.


Union National           Three story masonry,     February 2006
 Professional Center     stone and brick over steel
570 Lausch Lane          building with concrete floors,
Lancaster, PA 17601      containing approximately
                         27,000 sq. ft of office space,
                         of which approximately
                         18,000 sq. ft is currently
                         used for bank

                              21

<PAGE>

                         administrative purposes and
                         the remainder of which is
                         available for sub-lease.

     In management's opinion, the above properties are in good
condition and are adequate for Union National Financial
Corporation's and 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.

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

     None.  There were no matters submitted to a vote of security
holders during the fourth quarter of 2005.

                              22

<PAGE>

                            PART II
                            _______

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
______      ______________________________________________
            STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
            __________________________________________________
            SECURITIES.
            __________
     Market and dividend information required by this Item is
incorporated herein by reference from the inside front cover of
Union National Financial Corporation's 2005 Annual Report to
Stockholders which is included in Exhibit 13 to this Annual
Report on Form 10-K.  Union National Financial Corporation's
common stock is traded on a limited basis in the local over-the-
counter market and on the OTCBB 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 2005 Annual Report to Stockholders 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 forty 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.

     Information related to Securities authorized for Issuance
under Equity Compensation Plans is incorporated herein by
reference to page 11 of the Union National Financial Corporation
2006 Proxy Statement.

     Additional information required by this item regarding
dividend restrictions is incorporated herein by reference from
Note 14 on page 18 and page 38 of Union National Financial
Corporation's 2005 Annual Report to Stockholders, which is
included in Exhibit 13 to this Form 10-K.

     As of March 20, 2006, there were approximately 891 holders
of record of Union National Financial Corporation's common stock.

                              23

<PAGE>

ISSUER PURCHASES OF EQUITY SECURITIES:

<TABLE>

<CAPTION>
                                                         (d)
                                            (c)        Maximum
                                        Total Number  Numbers of
                                          of Shares   Shares that
                      (a)               Purchased as  May Yet Be
                     Total      (b)   Part of Publicly Purchased
                   Number of  Average     Announced    Under the
                    Shares   Price Paid   Plans or    Plans or
Period            Purchased  per Share    Programs*   Programs*
_________________________________________________________________
<S>                   <C>       <C>             <C>        <C>
October 1, 2005 to
October 31, 2005    7,122       $21.68        7,122        61,741

November 1, 2005
to November 30,
2005                  100       $21.75          100        61,641

December 1, 2005
to December 31,
2005                2,868       $22.05        2,868        58,773
                    _____                     _____
Total              10,090       $21.79       10,090
                   ======                    ======

     *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 6.     SELECTED FINANCIAL DATA.
______      _______________________

     The information required by this Item is incorporated herein
by reference from page 24 of Union National Financial
Corporation's 2005 Annual Report to Stockholders which is
included in Exhibit 13 to this Annual Report on Form 10-K.


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

     The information required by this Item is incorporated by
reference from pages 25 through 38 of Union National Financial
Corporation's 2005 Annual Report to Stockholders which are
included in Exhibit 13 to this Annual Report on Form 10-K.

                              24

<PAGE>

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
_______     ____________________________________________________
            RISK.
            _____

     The information required by this Item is incorporated herein
by reference from pages 36 through 37 of Union National Financial
Corporation's 2005 Annual Report to Stockholders which pages are
included in Exhibit 13 to this Annual Report on Form 10-K.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
______      ___________________________________________

     The information required by this Item is incorporated herein
by reference from pages 4 through 23 of Union National Financial
Corporation's 2005 Annual Report to Stockholders which are
included in Exhibit 13 to this Annual Report on Form 10-K.

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

     None.

ITEM 9A.    CONTROLS AND PROCEDURES
_______     _______________________

    (a)     Evaluation of disclosure controls and procedures.

     Under the supervision and with the participation of
management, including the Chief Executive Officer and Chief
Financial Officer, the effectiveness of the design and operation
of the Corporation's disclosure controls and procedures (as
defined in Rule 13a-14(c) under the Exchange Act) was evaluated
as of December 31, 2005.  Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as
of the Evaluation Date, the corporation's disclosure controls and
procedures were effective in alerting them to the material
information relating to the corporation (or the corporation's
consolidated subsidiaries) required to be included in its
periodic SEC filings.

    (b)     Changes in internal controls.

     There were no changes made in the corporation's internal
controls during the period covered by this report or, to their
knowledge, in other factors that have materially affected or are
reasonably likely to materially affect these controls subsequent
to the date of their evaluation.

ITEM 9A.    OTHER INFORMATION
_______     _________________

     None.

                              25

<PAGE>


                          PART III
                          ________

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
_______     ______________________________________________

     The information required by this Item is incorporated herein
by reference from pages 2 through 5 and pages 7 and 18 of Union
National Financial Corporation's Proxy Statement for its 2006
Annual Meeting of Shareholders.  As of July 2003, Union national
Financial Corporate put in place the Directors and Senior
Management Code of Ethics.  The code of ethics encourages
individual to report any conduct that they believe in good faith
to be an actual or apparent violation of the code of ethics.  The
code of ethics is incorporated herein by reference from Exhibit
14 to Union National Financial Corporation's Annual Report on
Form 10-K, filed with the Commission on March 30, 2004.

ITEM 11.    EXECUTIVE COMPENSATION.
_______     ______________________

     The information required by this Item is incorporated herein
by reference from pages 7 through 15 and page 17 of Union
National Financial Corporation's Proxy Statement for its 2006
Annual Meeting of Shareholders.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
_______     ___________________________________________________
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
            __________________________________________

     The information required by this Item is incorporated herein
by reference from pages 6, 7, and 10 of Union National Financial
Corporation's Proxy Statement for its 2006 Annual Meeting of
Shareholders.  The information related to Equity Compensation
Plans as required is incorporated herein by reference to the
Equity Compensation Plan Information table on page 11 of Union
National Financial Corporation's Proxy Statement for its 2006
Annual Meeting of Shareholders.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
_______     ______________________________________________

     The information required by this Item is incorporated herein
by reference from page 13 of Union National Financial
Corporation's Proxy Statement for its 2006 Annual Meeting of
Shareholders.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.
_______     ______________________________________

     The information required by this Item is incorporated herein
by reference from page 16 of Union National Financial
Corporation's Proxy Statement for its 2006 Annual Meeting of
Shareholders.

                              26

<PAGE>

                          PART IV
                          _______

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
_______     _______________________________________

     (a)    1.  Financial Statements.
                The following financial statements are included
                 by reference in Part II, Item 8 hereof.
                Consolidated Balance Sheets
                Consolidated Statements of Income
                Consolidated Statements of Changes in
                  Stockholders' Equity
                Consolidated Statements of Cash Flows
                Notes to Consolidated Financial Statements
                Report of Independent Registered Public
                  Accounting Firm

            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:
                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 and Restated By-laws.
                       (Incorporated by reference to Exhibit
                       3(ii) to Union National Financial
                       Corporation's current report on Form 8-K,
                       filed with the Commission on March 30,
                       2001.)

                10.1   Executive Employment Agreement dated as of
                       January 1, 2004, between Mark D. Gainer,
                       Union National Financial Corporation and
                       Union National Community Bank.
                       (Incorporated by reference to Exhibit 10.1
                       to Union National Financial Corporation's
                       Annual Report on Form 10-K, filed with the
                       Commission on March 30, 2004.)

                10.2   Union National Financial Corporation 1988
                       Stock Incentive Plan. (Incorporated by
                       reference to Exhibit 4.3 to Union National

                              27

<PAGE>

                       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 and
                       incorporated by reference to Amendment 1
                       to Union National Financial Corporation's
                       Registration Statement No. 333-107326 on
                       Form S-8 filed with the commission on July
                       25, 2003.)

                10.4   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, filed with the Commission on May
                       27, 1997).

                10.5   Change of Control Agreement, dated May 29,
                       2001, between Clement M. Hoober and Union
                       National Financial Corporation.
                       (Incorporated by Reference to Union
                       National Financial Corporation's Quarterly
                       Report on Form 10-Q for the Period Ended
                       June 30, 2001).

                10.6   Executive Incentive Retirement Agreement,
                       CFO, dated January 1, 2004 between Clement
                       M. Hoober and Union National Community
                       Bank. (Incorporated by reference to
                       Exhibit 10.7 to Union National Financial
                       Corporation's Annual Report on Form 10-K,
                       filed with the Commission on March 30,
                       2004.)

                10.7   Group Term Replacement Plan for Certain
                       Officers, CFO, dated January 1, 2004
                       between Clement M. Hoober and Union
                       National Community Bank.  (Incorporated by
                       reference to Exhibit 10.8 to Union
                       National Financial Corporation's Annual
                       Report on Form 10-K, filed with the
                       Commission on March 30, 2004.)

                10.8   Executive Incentive Retirement Agreement,
                       COO, dated January 1, 2004 between Michael
                       A. Frey and Union National Community Bank.
                       (Incorporated by reference to Exhibit 10.9
                       to Union National Financial Corporation's
                       Annual Report on Form 10-K, filed with the
                       Commission on March 30, 2004.)

                10.9   Group Term Replacement Plan for Certain
                       Officers, COO, dated January 1, 2004
                       between Michael A. Frey and Union National

                              28

<PAGE>

                       Community Bank.  (Incorporated by
                       reference to Exhibit 10.10 to Union
                       National Financial Corporation's Annual
                       Report on Form 10-K, filed with the
                       Commission on March 30, 2004.)

                10.10  Executive Salary Continuation Agreement,
                       CEO, dated December 31, 2003 between Mark
                       D. Gainer and Union National Community
                       Bank.  (Incorporated by reference to
                       Exhibit 10.11 to Union National Financial
                       Corporation's Annual Report on Form 10-K,
                       filed with the Commission on March 30,
                       2004.)

                10.11  Group Term Replacement Plan for Certain
                       Officers, CEO, dated January 1, 2004
                       between Mark D. Gainer and Union National
                       Community Bank.  (Incorporated by
                       reference to Exhibit 10.12 to Union
                       National Financial Corporation's Annual
                       Report on Form 10-K, filed with the
                       Commission on March 30, 2004.)

                10.12  Union National Financial Corporation, 1999
                       Independent Directors  Stock Option Plan.
                       (Incorporated by Reference to Exhibit 4.3
                       to Union National Financial Corporation's
                       Registration Statement No. 333-80739 on
                       Form S-8, filed with the Commission on
                       June 15, 1999.)

                10.13  Board of Director Fees

                10.14  Office Lease between Lausch Lane
                       Associates LP as Landlord and Union
                       National Community Bank as Tenant for 570
                       Lausch Lane Lancaster,  PA 17601.
                       (Incorporated by reference to Exhibit 99.1
                       to Union National Financial Corporation's
                       Current Report of Form 8-K, filed with the
                       Commission on May 17, 2005.)

                10.15  Employment agreement between Michael A.
                       Frey, Executive Vice President and Chief
                       Operating Officer and Union National
                       Financial Corporation and its subsidiary,
                       Union National Community Bank.
                       (Incorporated by reference to Exhibit 99.1
                       to Union National Financial Corporation's
                       Current Report of Form 8-K, filed with the
                       Commission on June 23, 2005.)

                10.16  (a) Members Agreement dated as of July 15,
                       2005 by and among Union National Community
                       Bank, John Neihart, and Kevin Glackin,
                       regarding the formation of Home Team
                       Financial, LLC

                              29

<PAGE>

                10.16  (b) Operating Agreement of Home Team
                       Financial, LLC dated as of July 15, 2005

                10.16  (c) Employment Agreement dated as of the
                       July 15, 2005 between Home Team Financial,
                       LLC, Union National Community Bank, and
                       John Neihart

                10.16  (d) Employment Agreement dated as of the
                       July 15, 2005 between Home Team Financial,
                       LLC, Union National Community Bank, and
                       Kevin Glackin

                13     Excerpts from Union National Financial
                       Corporation's 2005 Annual Report to
                       Stockholders.

                14     Union National Financial Corporation
                       Directors and Senior Management Code of
                       Ethics.  (Incorporated by reference to
                       Exhibit 14 to Union National Financial
                       Corporation's Annual Report on Form 10-K,
                       filed with the Commission on March 30,
                       2004.)

                21     Subsidiaries of the Union National
                       Financial Corporation

                23.1   Consent of Beard Miller Company LLP,
                       Independent Auditors.

                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

                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

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

     (b) The exhibits required to be filed by this Item are
         listed under Item 15(a)3, above.

     (c) NOT APPLICABLE.

                              30

<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,
                            Chairman of the Board of Directors,
                            President and Chief Executive Officer

                      Date: March 23, 2006

     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, 2006
     _______________________
     Mark D. Gainer,
     Chairman of the Board of Directors,
     President, Chief Executive Officer
     and Director (principal executive officer)


By   /s/ Clement M. Hoober                         March 23, 2006
     _______________________
     Clement M. Hoober, CPA,
     Chief Financial Officer (principal
     financial officer and principal
     accounting officer)


By   /s/ Michael A. Frey                           March 23, 2006
     _______________________
     Michael A. Frey, Vice President
     and Director


By   /s/ Nancy Shaub Colarik                       March 23, 2006
     _______________________
     Nancy Shaub Colarik, Director


By   /s/ William E. Eby                            March 23, 2006
     _______________________


                              31

<PAGE>

     William E. Eby, Director

By   /s/ James R. Godfrey                          March 23, 2006
     _______________________
     James R. Godfrey, Director


By   /s/ Carl R. Hallgren                          March 23, 2006
     _______________________
     Carl R. Hallgren, Vice Chairman
     of the Board of Directors and
     Director


By   /s/ William M. Nies                           March 23, 2006
     _______________________
     William M. Nies, Director


By   /s/ Darwin A. Nissley                         March 23, 2006
     _______________________
     Darwin A. Nissley, Director


By   /s/ Lloyd C. Pickell                          March 23, 2006
     _______________________
     Lloyd C. Pickell, Director


By   /s/ Benjamin W. Piersol, Jr.                  March 23, 2006
     _______________________
     Benjamin W. Piersol, Jr., Director

By   /s/ Kevin Dolan                               March 23, 2006
     _______________________
     Kevin Dolan, Director


                              32

<PAGE>

                         EXHIBIT INDEX

Exhibit Number
______________

     10.13     Board of Director Fees

     10.16(a)  Members Agreement dated as of July 15, 2005 by and
               among Union National Community Bank, John Neihart,
               and Kevin Glackin, regarding the formation of Home
               Team Financial, LLC

     10.16(b)  Operating Agreement of Home Team Financial, LLC
               (the "Company"), dated as of July 15, 2005

     10.16(c)  Employment Agreement dated as of the July 15, 2005
               between Home Team Financial, LLC, Union National
               Community Bank, and John Neihart

     10.16(d)  Employment Agreement dated as of the July 15, 2005
               between Home Team Financial, LLC, Union National
               Community Bank, and Kevin Glackin

     13        Excerpts from Union National Financial
               Corporation's 2005 Annual Report to Shareholders.

     21        Subsidiaries of Union National Financial
               Corporation.

     23.1      Consent of Beard Miller Company LLP, Independent
               Auditors.

     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

     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

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

                              33

<PAGE>