<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

            X Quarterly Report Pursuant to Section 13 or 15(d) of the
           --           Securities and Exchange Act of 1934

                For the quarterly period ended June 30, 2001, 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 No. 0-17000


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


         Michigan                                       38-2799780
 (State of Incorporation)                    (IRS Employer Identification No.)


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


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

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

        Class                       Outstanding at July 31, 2001
        -----                       ----------------------------
     Common Stock                            3,367,320
     No Par Value


<PAGE>   2
                    COMMERCIAL NATIONAL FINANCIAL CORPORATION


                                     INDEX
<TABLE>
<S>                 <C>                                                                                   <C>

PART I                                               FINANCIAL INFORMATION

Item 1.             Financial Statements

                    Consolidated Balance Sheets as of June 30, 2001 (unaudited) and December 31, 2000       (Page 3)

                    Consolidated Statements of Income and Other Comprehensive Income (unaudited) for
                    the three and six months ended June 30, 2001 and June 30, 2000                          (Page 4)

                    Consolidated Statements of Changes in Shareholders' Equity (unaudited) for the six
                    months ended June 30, 2001 and June 30, 2000                                            (Page 5)


                    Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30,     (Page 6)
                    2001 and June 30, 2000

                    Notes to Consolidated Financial Statements (unaudited)                                  (Page 7-10)

Item 2.             Management's Discussion and Analysis of Financial Condition and Results of              (Page 11-15)
                    Operations

Item 3.             Quantitative and Qualitative Disclosures about Market Risk                              (Page 16)


PART II                                               OTHER INFORMATION

Item 6.             Exhibits and Reports on Form 8-K

                    b)           Reports on Form 8-K                                                        (Page 17)

SIGNATURES                                                                                                  (Page 18)

</TABLE>


                                       2


<PAGE>   3
                    COMMERCIAL NATIONAL FINANCIAL CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 June 30,        December 31,
                                                                                   2001              2000
                                                                                -------------    ------------
                                                                              (Unaudited)

<S>                                                                           <C>              <C>
ASSETS
Cash and due from banks                                                        $   5,631,148    $   7,112,021
Federal funds sold                                                                 9,090,000          350,000
                                                                               -------------    -------------
       Total cash and cash equivalents                                            14,721,148        7,462,021
Securities available for sale                                                     18,900,511       19,406,526
Securities held to maturity (fair value $ 7,815,731 -
  June 30, 2001; $8,724,848 - December 31, 2000)                                   7,544,922        8,525,623
Federal Home Loan Bank stock, at cost                                              1,391,300        1,391,300
Gross loans receivable                                                           166,302,563      176,833,244
Allowance for loan losses                                                         (2,773,368)      (2,545,363)
                                                                               -------------    -------------
   Net loans receivable                                                          163,529,195      174,287,881
Premises and equipment, net                                                        2,306,644        2,465,176
Accrued interest receivable and other assets                                       2,133,045        2,347,162
                                                                               -------------    -------------

       Total assets                                                            $ 210,526,765    $ 215,885,689
                                                                               =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
       Deposits
              Noninterest-bearing demand                                       $  19,144,033    $  19,786,361
              Interest-bearing demand                                             26,489,141       26,264,930
              Savings                                                             41,807,310       39,439,255
              Time                                                                68,411,931       72,303,355
                                                                               -------------    -------------
                    Total deposits                                               155,852,415      157,793,901
       Securities sold under agreements to repurchase                              8,689,159        8,023,767
       Other short-term borrowings                                                 1,425,969        1,770,195
       Federal Home Loan Bank advances                                            22,269,969       26,500,000
       Accrued expenses and other liabilities                                      1,162,065        1,687,744
                                                                               -------------    -------------
              Total liabilities                                                  189,399,577      195,775,607

Shareholders' equity
       Common stock and paid-in-capital, no par value: 5,000,000 shares
         authorized; shares issued and outstanding
         June 30, 2001 - 3,349,686 and December 31,
         2000 - 3,327,225                                                         21,852,205       21,617,080
       Accumulated deficit                                                        (1,078,738)      (1,714,089)
       Accumulated other comprehensive income, net of tax                            353,721          207,091
                                                                               -------------    -------------
              Total shareholders' equity                                          21,127,188       20,110,082
                                                                               -------------    -------------
                    Total liabilities and shareholders' equity                 $ 210,526,765    $ 215,885,689
                                                                               =============    =============

</TABLE>






                                                          See accompanying notes


                                      3


<PAGE>   4
                    COMMERCIAL NATIONAL FINANCIAL CORPORATION

  CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME (Unaudited)

<TABLE>
<CAPTION>

                                                                                 For Three Months          For Six Months
                                                                                  Ended June 30,            Ended June 30,
                                                                                2001          2000       2001          2000
                                                                                ----          ----       ----          ----
<S>                                                                        <C>           <C>         <C>          <C>
Interest and dividend income
    Loans, including fees                                                   $3,672,834   $3,494,264   $7,453,036   $6,816,445
    Taxable securities                                                         211,834      235,412      435,628      463,931
    Nontaxable securities                                                      136,329      146,795      276,230      289,945
    Federal funds sold                                                          59,478       32,022      111,477       73,963
    Federal Home Loan Bank stock dividends                                      26,883       27,674       54,328       55,348
    Interest on other deposits                                                   5,972       10,616       12,187       18,795
                                                                            ----------   ----------   ----------   ----------
        Total interest and dividend income                                   4,113,330    3,946,783    8,342,886    7,718,427

Interest expense
    Deposits                                                                 1,417,776    1,330,793    2,928,015    2,569,252
    Securities sold under agreements to repurchase                              83,184       92,589      186,213      161,345
    Federal Home Loan Bank advances                                            342,861      291,926      729,335      528,015
    Other                                                                        5,233       13,521       14,936       22,346
                                                                            ----------   ----------   ----------   ----------
        Total interest expense                                               1,849,054    1,728,829    3,858,499    3,280,958

Net interest income                                                          2,264,276    2,217,954    4,484,387    4,437,469

Provision for loan losses                                                       90,000       90,000      180,000      180,000
                                                                            ----------   ----------   ----------   ----------
Net interest income after provision for loan losses                          2,174,276    2,127,954    4,304,387    4,257,469

Noninterest income
    Service charges and fees                                                   113,512      110,695      222,652      215,439
    Net gains on loan sales                                                    115,517       17,310      189,303       31,421
    Receivable financing fees                                                   70,950       81,205      157,629      155,878
    Security gains                                                              62,399            -      156,883            -
    Other                                                                       61,945       75,937      108,700      126,852
                                                                            ----------   ----------   ----------   ----------
        Total noninterest income                                               424,323      285,147      835,167      529,590

Noninterest expense
    Salaries and employee benefits                                             787,419      716,327    1,593,814    1,454,166
    Occupancy and equipment                                                    242,234      242,266      492,193      497,567
    FDIC insurance                                                               7,314        7,500       14,868       15,048
    Printing, postage and supplies                                              68,107       60,019      142,799      128,341
    Professional and outside services                                           91,872       85,273      190,275      169,259
    Other                                                                      239,328      232,949      458,248      479,462
                                                                            ----------   ----------   ----------   ----------
        Total noninterest expense                                            1,436,274    1,344,334    2,892,197    2,743,843
                                                                            ----------   ----------   ----------   ----------
Income before income tax expense                                             1,162,325    1,068,767    2,247,357    2,043,216
Income tax expense                                                             352,500      317,000      675,000      601,000
                                                                            ----------   ----------   ----------   ----------

Net income                                                                  $  809,825   $  751,767   $1,572,357   $1,442,216
                                                                            ==========   ==========   ==========   ==========
Net change in unrealized gains/(losses) on securities available for sale    $   85,926   $       --   $  379,049   $       --
Reclassification adjustment for (gains) recognized in income                   (62,399)      51,188     (156,883)      (3,475)
Tax effects                                                                     (7,999)     (17,403)     (75,536)       1,182
                                                                            ----------   ----------   ----------   ----------
Total Comprehensive income                                                  $  825,353   $  785,552   $1,718,987   $1,439,923
                                                                            ==========   ==========   ==========   ==========

Per share information
    Basic earnings                                                          $     0.24   $     0.23   $     0.47   $     0.43
    Diluted earnings                                                        $     0.24   $     0.22   $     0.47   $     0.43
    Dividends declared                                                      $     0.14   $     0.13   $     0.28   $     0.27

</TABLE>


                                                          See accompanying notes


                                       4


<PAGE>   5
                    COMMERCIAL NATIONAL FINANCIAL CORPORATION

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
          Six months ended June 30, 2001 and June 30, 2000 (Unaudited)

<TABLE>
<CAPTION>

                                                                                         Accumulated
                                                Shares        Common                        Other
                                                Issued       Stock and                  Comprehensive      Total
                                                  and         Paid in      Accumulated  Income/(Loss), Shareholders'
                                              Outstanding     Capital        Deficit      Net of Tax      Equity
---------------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>          <C>            <C>            <C>
Balance at January 1, 2000                      3,348,476   $ 19,946,643   $  (830,339)   $ (151,771)   $18,964,533


Comprehensive income:
   Net income                                                                1,442,216                    1,442,216
   Net change in unrealized gains/(losses) on
     securities available for sale                                                            (3,475)        (3,475)
   Tax effects                                                                                 1,182          1,182
                                                                                                        -----------
     Total comprehensive income                                                                           1,439,923

Cash dividends declared, $.27 per share                                       (896,786)                    (896,786)

Issued under dividend reinvestment program         23,672        306,808                                     306,808
Issued under stock option plan                      4,100         41,098                                      41,098
Issued under employee benefit plan                  4,204         56,040                                      56,040
Repurchase and retirement of shares               (41,175)      (555,311)                                   (555,311)
                                                ---------    -----------   -----------    ----------     -----------
Balance at June 30, 2000                        3,339,277    $19,795,278   $  (284,909)   $ (154,064)    $19,356,305
                                                =========    ===========   ===========    ==========     ===========

=====================================================================================================================

Balance at January 1, 2001                      3,327,225    $21,617,080   $(1,714,089)   $  207,091     $20,110,082

Comprehensive income:
   Net income                                                                1,572,357                     1,572,357
   Net change in unrealized gains/(losses) on
     securities available for sale                                                           379,049         379,049
   Reclassification adjustment for (gains)
     recognized in income                                                                   (156,883)       (156,883)
   Tax effects                                                                               (75,536)        (75,536)
                                                                                                         -----------
     Total comprehensive income                                                                            1,718,987

Cash dividends declared, $.28 per share                                        (937,006)                    (937,006)

Issued under dividend reinvestment program         28,011        290,797                                     290,797
Issued under stock option plan                        429          3,227                                       3,227
Issued under employee benefit plan                  2,221         21,167                                      21,167
Repurchase and retirement of shares                (8,200)       (80,066)                                    (80,066)
                                                ---------    -----------   ------------   ----------     -----------
Balance at June 30, 2001                        3,349,686    $21,852,205   $ (1,078,738)  $  353,721     $21,127,188
                                                =========    ===========   ============   ==========     ===========

</TABLE>
                                                          See accompanying notes


                                       5



<PAGE>   6
                    COMMERCIAL NATIONAL FINANCIAL CORPORATION

                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

<TABLE>
<CAPTION>
                                                                                      For Six Months Ended
                                                                                            June 30,
                                                                                      2001             2000
                                                                                      ----             ----

<S>                                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                                      $  1,572,357    $  1,442,216
    Adjustments to reconcile net income to net
      cash from operating activities
          Provision for loan losses                                                      180,000         180,000
          Net gains on loan sales                                                       (189,303)        (31,421)
          Originations of loans held for sale                                        (11,893,950)     (1,417,790)
          Proceeds from sales of loans held for sale                                  12,083,253       1,586,210
          Gain on sales of securities available for sale                                (156,883)              -
          Depreciation, amortization and accretion                                       252,598         279,388
          Net change in accrued interest receivable and other assets                     208,292        (249,715)
          Net change in accrued expenses and other liabilities                          (529,380)         79,419
                                                                                    ------------     -----------
               Net cash from operating activities                                      1,526,984       1,868,307


CASH FLOWS FROM INVESTING ACTIVITIES
          Purchases of securities available for sale                                  (7,127,556)     (3,409,106)
          Proceeds from maturities of securities available for sale                    5,600,000       2,715,000
          Proceeds from sales of securities available for sale                         2,429,442               -
          Proceeds from maturities of securities held to maturity                        975,000               -
          Net change in loans                                                         10,506,909     (11,487,194)
          Purchases of premises and equipment, net                                      (103,121)       (173,572)
                                                                                    ------------     -----------
               Net cash from investing activities                                     12,280,674     (12,354,872)

CASH FLOW FROM FINANCING ACTIVITIES
          Net change in deposits                                                      (1,941,486)      6,515,844
          Net change in securities sold under agreements to repurchase                   665,392       2,495,551
          Net change in U.S. Treasury demand notes                                      (344,226)       (760,411)
          Federal Home Loan Bank advances                                             13,000,000      12,000,000
          Proceeds from Repayment of Federal Home Loan Bank                          (17,230,031)    (11,000,000)
          Repurchase of common stock shares                                              (80,066)       (555,311)
          Dividends paid                                                                (933,305)       (896,786)
          Proceeds from sale of common stock                                             315,191         403,946
                                                                                    ------------     -----------
               Net cash from financing activities                                     (6,548,531)      8,202,833
                                                                                    ------------     -----------

Net change in cash and cash equivalents                                                7,259,127      (2,283,732)

Cash and cash equivalents, at beginning of year                                        7,462,021       8,669,093
                                                                                    ------------     -----------

CASH AND CASH EQUIVALENTS, AT END OF PERIOD                                         $ 14,721,148    $  6,385,361
                                                                                    ============    ============
Cash paid during the period for
          Interest                                                                  $  3,981,266    $  3,215,124
          Federal income taxes                                                           774,999         561,641

</TABLE>

                                                          See accompanying notes

                                       6


<PAGE>   7
                  COMMERCIAL NATIONAL FINANCIAL CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1-Summary of Significant Accounting Policies

Basic Presentation
The accompanying unaudited condensed consolidated financial statements were
prepared in accordance with Rule 10-01 of regulation S-X and the instructions
for Form 10-Q and, therefore, do not include all disclosures required by
generally accepted accounting principles for complete presentation of financial
statements. In management's opinion, the condensed consolidated financial
statements contain all adjustments (consisting of normal recurring accruals)
necessary to present fairly the financial condition of Commercial National
Financial Corporation as of June 30, 2001 and December 31, 2000 and the results
of its operations for the three and six months ending June 30, 2001 and June 30,
2000. The results for the three and six months ended June 30, 2001 are not
necessarily indicative of the results expected for the full year.

Principals of Consolidation
The accompanying consolidated financial statements include the accounts of
Commercial National Financial Corporation (CNFC), Commercial Bank (Bank) and
CNFC Financial Services, Inc. and CNFC Mortgage Corporation, both wholly owned
subsidiaries of the Bank. All material intercompany accounts and transactions
have been eliminated in consolidation.

Nature of Operations, Industry Segments and Concentrations of Credit Risk
CNFC is a one-bank holding company, which conducts limited business activities.
The Bank performs the majority of business activities.

The Bank provides a full range of banking services to individuals, agricultural
businesses, commercial businesses and light industries located in its service
area. It maintains a diversified loan portfolio, including loans to individuals
for home mortgages, automobiles and personal expenditures, and loans to business
enterprises for current operations and expansion. The Bank offers a variety of
deposit products, including checking, savings, money market, individual
retirement accounts and certificates of deposit. While CNFC's chief
decision-makers monitor the revenue stream of various products and services,
operations are managed and financial performance is evaluated on a
corporation-wide basis. Accordingly, management considers all of the CNFC's
banking operations to be aggregated into one operating segment.

The principal markets for the Bank's financial services are the Michigan
communities in which the Bank is located and the areas surrounding these
communities. The Bank serves these markets through seven offices located in
Gratiot and Montcalm Counties in Michigan.

Use of Estimates
To prepare financial statements in conformity with generally accepted accounting
principles, management makes estimates and assumptions based on available
information. These estimates and assumptions affect the amounts reported in the
financial statements and the disclosures provided. Future results could differ.
The allowance for loan losses and fair values of securities and other financial
instruments are particularly subject to change.

Cash Flow Reporting
Cash and cash equivalents include cash on hand, demand deposits with other
financial institutions and federal funds sold. Cash flows are reported net for
customer loan and deposit transactions, securities sold under agreements to
repurchase with original maturity of 90 days or less and U.S. Treasury demand
notes.

Securities
Securities are classified as held to maturity and carried at amortized cost when
management has the positive intent and ability to hold them to maturity.
Securities are classified as available for sale when they might be sold before
maturity. Securities available for sale are carried at fair value, with net
unrealized holding gains and losses reported separately in other comprehensive
income (loss), net of tax. Trading securities are bought principally for sale in
the near term, and are reported at fair value with unrealized gains and losses
included in earnings. Securities are written down to fair value when a decline
in fair value is not temporary. CNFC did not classify securities for trading at
any time during 2001 or 2000.

Gains and losses on sales are determined using the amortized cost of the
specific security sold. Interest and dividend income, adjusted by amortization
of purchase premiums and discounts, is included in earnings.

                                       7



<PAGE>   8
                   COMMERCIAL NATIONAL FINANCIAL CORPORATION

Loans Held for Sale
Loans held for sale are reported at the lower of cost or market value in the
aggregate. Net unrealized losses are recorded in a valuation allowance by
charges to income.

Loans
Loans that management has the intent and the ability to hold for the foreseeable
future or until maturity or payoff are reported at the principal balance
outstanding, net of unearned interest, deferred loan fees and costs, and an
allowance for loan losses. Interest income is reported on the interest method
and includes amortization of net deferred loan fees and costs over the loan
term.

Interest income is not reported when full loan repayment is in doubt, typically
when payments are past due over 90 days, unless the loan is both well secured
and in the process of collection. Payments received on such loans are reported
as principal reductions.

Allowance for Loan Losses
The allowance for loan losses is a valuation allowance for probable credit
losses, increased by the provision for loan losses and decreased by charge-offs
less recoveries. Estimating the risk of loss and the amount of loss on any loan
is subjective. Accordingly, management estimates the allowance balance required
based on past loan loss experience, known and inherent risks in the portfolio,
information about specific borrower situations and estimated collateral values,
economic conditions, and other factors. Allocations of the allowance may be made
for specific loans, but the entire allowance is available for any loan that
should be charged-off. A problem loan is charged-off by management as a loss
when deemed uncollectible, although collection efforts continue and future
recoveries may occur.

Loan impairment is reported when full payment under the loan terms is not
expected. Impairment is evaluated in total for smaller-balance loans of similar
nature such as residential mortgage and consumer loans and individually for
other loans. If a loan is impaired, a portion of the allowance is allocated so
that the loan is reported, net, at the present value of estimated future cash
flows using the loan's existing rate or at the fair value of collateral if
repayment is expected solely from the collateral. Loans are evaluated for
impairment when payments are delayed, typically 90 days or more, or when it is
probable that all principal and interest amounts will not be collected according
to the original terms of the loan.

Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using a combination of straight-line and accelerated
methods with useful lives ranging from 10 to 40 years for buildings and
improvements, and 3 to 10 years for furniture and equipment. These assets are
reviewed for impairment when events indicate their carrying amount may not be
recoverable from future undiscounted cash flows. Maintenance, repairs and minor
alterations are charged to current operations as expenditures occur. Major
improvements are capitalized.

Servicing Rights
Servicing rights represent both purchased rights and the allocated value of
servicing rights retained on loans sold. Servicing rights are expensed in
proportion to, and over the period of, estimated net servicing revenues.

Impairment is evaluated based on the fair value of the rights, using groupings
of the underlying loans as to interest rates and then, secondarily, as to
geographic and prepayment characteristics. Any impairment of a grouping is
reported as a valuation allowance.

Excess servicing receivable is reported when a loan sale results in servicing in
excess of normal amounts and is expensed over the life of the servicing on the
interest method.

Other Real Estate Owned
Real estate properties acquired in collection of a loan receivable are recorded
at fair value at acquisition. Any reduction to fair value from the carrying
value of the related loan is accounted for as a loan loss. After acquisition, a
valuation allowance reduces the reported amount to the lower of the initial
amount or fair value less costs to sell. Expenses, gains and losses on
disposition, and changes in the valuation allowance are reported in other
expense.



                                       8




<PAGE>   9
                   COMMERCIAL NATIONAL FINANCIAL CORPORATION


Securities Sold Under Agreements to Repurchase
All of these liabilities represent amounts advanced by various customers and are
secured by securities owned, as they are not covered by general deposit
insurance.

Employee Benefits
A benefit plan with 401(k) features covers substantially all employees. The plan
allows participant compensation deferrals. The amount of any matching
contribution is based solely on the discretion of the board of directors.
Historically, CNFC has matched up to 6% of such deferrals at 100%.

Stock Compensation
Expense for employee compensation under stock option plans is reported only if
options are granted below market price at grant date.

Income Taxes
Income tax expense is the sum of the current year income tax due or refundable
and the change in deferred tax assets and liabilities. Deferred tax assets and
liabilities are the expected future tax consequences of temporary differences
between the carrying amounts and tax bases of assets and liabilities, computed
using enacted tax rates. A valuation allowance, if needed, reduces deferred tax
assets to the amount expected to be realized.

Earnings and Dividends Per Share
Basic earnings per common share is based on net income divided by the weighted
average number of common shares outstanding during the period. Diluted earnings
per common share shows the diluted effect of any additional potential common
shares. Earnings and dividends per common share are restated for all stock
splits and stock dividends.

Stock Dividends
Dividends issued in stock are reported by transferring the market value of the
stock issued from retained earnings to common stock and additional paid-in
capital. Fractional shares are paid in cash for all stock dividends.

Comprehensive Income
Comprehensive income consists of net income and other comprehensive income
(loss). Other comprehensive income (loss) includes the change in unrealized
appreciation and depreciation on securities available for sale, net of tax,
which is also recognized as a separate component of shareholders' equity.

Financial Instruments with Off-Balance-Sheet Risk
Financial instruments include off-balance sheet credit instruments, such as
commitments to make loans and standby letters of credit issued to meet customer
needs. The face amount for these items represents the exposure to loss before
considering customer collateral or ability to repay. Such financial instruments
are recorded when they are funded.

Fair Values of Financial Instruments
Fair values of financial instruments are estimated using relevant market
information and other assumptions. Fair value estimates involve uncertainties
and matters of significant judgment regarding interest rates, credit risk,
prepayments, and other factors, especially in the absence of broad markets for
particular items. Changes in assumptions or in market conditions could
significantly affect the estimates. The fair value estimates of existing on-and
off-balance-sheet financial instruments do not include the value of anticipated
future business or values of assets and liabilities not considered financial
instruments.

Reclassifications
Some items in the prior year financial statements have been reclassified to
conform with the current year presentation.

Recent Accounting Pronouncements
Beginning January 1, 2001, a new accounting standard requires all derivatives to
be recorded at fair value. Unless designated as hedges, changes in these fair
value are recorded in the income statement. Fair value changes involving hedges
are generally recorded by offsetting gains and losses on the hedge and on the
hedged item, even if the fair value of the hedged item is not otherwise
recorded.

The adoption of this standard on January 1, 2001 did not have a material effect
on CNFC's financial position or results of operations.


                                       9




<PAGE>   10
                   COMMERCIAL NATIONAL FINANCIAL CORPORATION

Note 2 - Earnings Per Share

A reconciliation of the numerators and denominators of the basic earnings per
share and diluted earnings per share computations for the periods ended is
presented below:

<TABLE>
<CAPTION>

                                                                       FOR THREE MONTHS ENDED             FOR SIX MONTHS ENDED
                                                                  JUNE 30, 2001     JUNE 30, 2000    JUNE 30, 2001    JUNE 30, 2000
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>               <C>              <C>
BASIC EARNINGS PER SHARE:
Net income available to common shareholders                          $  809,825        $  751,767       $1,572,357       $1,442,216
===================================================================================================================================

Weighted-average common shares outstanding for
    basic earnings per share                                          3,347,907         3,351,385        3,347,907        3,351,385
===================================================================================================================================

BASIC EARNINGS PER SHARE                                             $      .24        $      .23       $      .47       $      .43
===================================================================================================================================


DILUTED EARNINGS PER SHARE:
Net income available to common shareholders                          $  809,825        $  751,767       $1,572,357       $1,442,216
===================================================================================================================================

Weighted-average common shares outstanding for basic
    earnings per share                                                3,347,907         3,351,385        3,347,907        3,351,385

Add:
Dilutive effect of assumed exercise of stock options                      8,692            21,445            8,692           21,445
-----------------------------------------------------------------------------------------------------------------------------------

Weighted-average common and dilutive additional potential
    common shares  outstanding                                        3,356,599         3,372,830        3,356,599        3,372,830
===================================================================================================================================

DILUTED EARNINGS PER SHARE                                           $      .24        $      .22       $      .47       $      .43
===================================================================================================================================
</TABLE>


                                       10






<PAGE>   11


                    COMMERCIAL NATIONAL FINANCIAL CORPORATION


ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS

FINANCIAL CONDITION
Summary
Total assets at June 30, 2001 decreased to $210,527,000 from the $215,886,000 at
December 31, 2000. Federal funds sold increased $8,740,000 and loans decreased
$10,531,000 compared to December 31, 2000. After comparing the cost of the
certain short-term liabilities to various investment options, management elected
to run-off high cost short-term liabilities in response to the reduction in loan
balances rather than reinvest excess liquidity in low yielding securities.

Commercial loan payoffs resulted in the majority of the decrease in total loans.
As a result, June 30, 2001 loan totals decreased $10,531,000 compared to
December 31, 2000. Total loans were $166,303,000 as of June 30, 2001. In
response to the loan payoffs, management was faced with three alternatives:
reinvest funds into loans, invest excess funds in short to medium term
securities until suitable loan opportunities could be identified, or "shrink"
the balance sheet by offering below market rates on rate sensitive deposits, and
in effect encouraging certain depositors to leave the Bank, and repaying
variable rate FHLB advances. Weak loan demand and a lack of suitable investment
options resulted in management electing to shrink the balance sheet.

Included in the deposit total are certificates of deposit obtained through an
online certificate of deposit network. The Bank is accessing this source of
funding more frequently and regularly. The participants in this network are
primarily banks and credit unions. Rates are posted on an electronic bulletin
board available to participants in the network. Certificate of deposits gathered
through this method are generally in increments of $100,000 or less. Deposits
gathered through this network totaled $13,059,000 at June 30, 2001. This
compares to $10,525,000 at December 31, 2000 and a high of $14,400,000 reached
during March of 2001. Management is currently offering rates that should
encourage network certificate of deposit customers to transfer their investments
to other institutions. We anticipate that the network certificate totals will
decrease approximately $4.5 million over the next quarter.

The Bank also continues to use various products offered by the Federal Home Loan
Bank of Indianapolis. At June 30, 2001 the Bank had $22,270,000 in outstanding
balances, compared to $26,500,000 at December 31, 2000. Management elected to
prepay, without penalty, approximately $4,000,000 in short-term variable rate
advances rather than continue to invest excess liquidity in federal funds or
other short-term investments.

Liquidity
Management defines liquidity as the ability to fund appropriate levels of credit
worthy loans, meet the immediate cash withdrawal requirements of depositors, and
maintain access to sufficient resources to meet unexpected contingencies at a
reasonable cost, with minimal losses.

The loan to deposit ratio at June 30, 2001 was 106.7% compared to 112.1% at
December 31, 2000. Management believes that the combination of available FHLB
advances, Federal funds lines of credit, the available for sale investment
portfolio, and our ability to sell mortgage loans and the government guaranteed
portion of commercial loans provides adequate short and medium term sources of
liquidity. At a minimum the Bank has the following available to meet short-term
liquidity needs: $16,000,000 in available FHLB advances and $9,000,000 in short
term federal funds lines of credit with correspondent banks.

CNFC also needs cash to pay dividends to its shareholders. The primary source of
cash is the dividends paid to CNFC by the Bank. Management believes that cash
from operations is sufficient to supply the cash needed to continue paying a
reasonable dividend. CNFC also has a $1,500,000 line of credit with a


                                       11




<PAGE>   12
                    COMMERCIAL NATIONAL FINANCIAL CORPORATION

correspondent institution. At December 31, 2000, CNFC had an outstanding balance
of $700,000. This balance has subsequently been paid off.

Asset Quality
At June 30, 2001 CNFC has identified $351,000 of loans as non-performing. This
compares to $354,000 at December 31, 2000.

<TABLE>
<CAPTION>



                                                        June 30, 2001           December 31, 2000
<S>                                                 <C>                        <C>

Total loans                                          $      166,302,563         $     176,833,244

Non-accrual loans                                    $          350,563         $         354,214
Accruing loans past due 90 days or more                               -                         -
Restructured loans                                                    -                         -
-------------------------------------------------------------------------------------------------
     Total non-performing loans                      $          350,563         $         354,214
=================================================================================================

Other real estate                                               111,290                         -
-------------------------------------------------------------------------------------------------
     Total non-performing assets                     $          461,853         $         354,214
=================================================================================================

Total non-performing loans as a
     percentage of total loans                                      .21%                      .20%
=================================================================================================


Allowance for loan loss as a percentage of
     non-performing loans                                        791.11%                   718.59%
=================================================================================================
</TABLE>



Allowance for Loan Loss
The allowance for loan losses was 1.67% of total loans at June 30, 2001 and
1.44% at December 31, 2000. Year to date net recoveries totaled $48,000. Year
2000 net charge-offs totaled $607,000. Approximately $649,000 relates to one
business loan relationship. Excluding this charge-off, CNFC recorded net
recoveries of $42,000 during 2000.

Year to date, CNFC expensed a provision of $180,000, which was the same as the
amount expensed for the six months ended June 30, 2000. Management continues to
systematically evaluate the adequacy of the allowance such that the balance is
commensurate with the performance of the loan portfolio, loan growth, general
market conditions and other relevant factors.

<TABLE>
<CAPTION>



                                 Six Months Ended          Year Ended        Six Months Ended
                                   June 30, 2001       December 31, 2000       June 30, 2000

<S>                             <C>                   <C>                    <C>
Beginning balance                  $    2,545,363      $       2,792,293      $      2,792,293

Loan charge-offs                           (8,894)              (689,892)              (24,636)
Loan recoveries                            56,899                 82,962                26,052
----------------------------------------------------------------------------------------------
Net loan recoveries/(charge-offs)          48,005               (606,930)                1,416
Provision for loan losses                 180,000                360,000               180,000
----------------------------------------------------------------------------------------------
Ending balance                     $    2,773,368      $       2,545,363      $      2,973,709
==============================================================================================
</TABLE>



Capital Resources
CNFC's capital ratios continue to exceed regulatory guidelines for a "well
capitalized" institution. It is management's intent to maintain capital ratios
in excess of the minimum required to be well capitalized. A summary of CNFC's
capital ratios follows:


                                       12




<PAGE>   13
                   COMMERCIAL NATIONAL FINANCIAL CORPORATION


<TABLE>
<CAPTION>
                                                                             Minimum Required to be Well
                                                                              Capitalized Under Prompt
                                             June 30,        December 31,         Corrective Action
                                               2001              2000                Regulations
                                               ----              ----                -----------

<S>                                         <C>              <C>             <C>
Total capital to risk weighted assets          14.6%            13.1%                   10.0%
                                               ====             ====                    ====
Tier 1 capital to risk weighted assets         13.4%            11.9%                    6.0%
                                               ====             ====                    ====
Tier 1 capital to average assets                9.7%             9.4%                    5.0%
                                               ====             ====                    ====
</TABLE>

RESULTS OF OPERATIONS
Summary
Net income for the quarter ended June 30, 2001 was $810,000, an increase of
$58,000, or 7.7% compared to the same period in 2000. A $139,000 or 48.8%
increase in noninterest income, generated by gains on sales of residential
mortgage loans and security sales, is the primary contributing factor to the
increase in net income. CNFC's net interest income increased by $46,000, though
margin and volume both decreased during the quarter. Non-interest expense for
the quarter increased $92,000 or 6.8% compared to the same period in 2000.
Increased salary and benefit costs account for $71,000 or 77.3% of the increase
in non-interest expense.

Year to date net income totaled $1,572,000, a $130,000 or 9.0% increase compared
to the same period in 2000. The major items affecting the second quarter of 2001
also impacted year to date income.

Net Interest Income
The following table illustrates the effect that changes in rates and balances of
interest-earning assets and interest-bearing liabilities had on tax-equivalent
net interest income for the three and six months ending June 30, 2001 and 2000.

<TABLE>
<CAPTION>


                                        Three Months Ending June 30,            Six Months Ending June 30,

                                          2001             2000                2001             2000
                                          ----             ----                ----             ----
<S>                                    <C>              <C>                  <C>              <C>
Interest Income (tax equivalent)       $   4,273,196     $  4,119,430         $  8,681,738      $ 8,058,331
Interest Expense                           1,849,054        1,728,829            3,858,499        3,280,958
                                       -------------     ------------         ------------     ------------
Net Interest Income                    $   2,424,142     $  2,390,601         $  4,823,239      $ 4,777,373
                                       =============     ============         ============      ===========

Average Balance
Interest-earning Assets                $ 206,343,557    $ 193,545,051         $207,850,476     $190,224,588
Interest-bearing Liabilities             173,428,527      161,128,626          175,471,247      157,993,058
                                       -------------    -------------         ------------     ------------

Net Differential                       $  32,915,030    $  32,416,425         $ 32,379,229     $ 32,231,530
                                       =============    =============         ============     ============

Average Yields/Rates (annualized)
Yield on Earning Assets                         8.31%            8.54%                8.42%            8.50%
Rate Paid on Liabilities                        4.28%            4.30%                4.43%            4.16%
                                                -----            -----               -----            -----

Interest Spread                                 4.03%            4.24%                3.99%            4.34%
                                                =====            =====               =====            =====

Net Interest Margin                             4.71%            4.95%                4.68%            5.04%
                                                =====            =====               =====            =====

</TABLE>


                                       13





<PAGE>   14
                   COMMERCIAL NATIONAL FINANCIAL CORPORATION

The change in tax equivalent net interest income is attributable to the
following:

<TABLE>
<CAPTION>

                                  Three Months Ending                              Six Months Ending
                                     June 30, 2001                                   June 30, 2001
                         Balance          Rate        Inc/(Dec)          Balance          Rate          Inc/(Dec)
                         -------          ----        ---------          -------          ----          ---------

<S>                  <C>            <C>            <C>               <C>            <C>              <C>
Interest Earning
Assets                 $  253,593     $  (99,827)    $  153,766        $  713,140     $   (89,733)     $  623,407

Interest Bearing
Liabilities               162,243        (42,018)       120,225           489,972          83,967         573,939
                       ----------     ----------     ----------        ----------     -----------      ----------

Net Interest Income    $   91,350     $  (57,809)    $   33,541        $  223,168     $  (173,700)     $   49,468
                       ==========     ==========     ==========        ==========     ===========      ==========
</TABLE>


The $49,000 increase in net interest income for the six months ending June 30,
2001 is due to an increase in earning assets offset by a decreasing margin. Net
interest margin for the six months ending June 30, 2001 decreased to 4.68%
compared to 5.04% for the six months ending June 30, 2000. Average earning
assets for the six months ending June 31, 2001 increased $17,626,000 compared to
the same period in 2000.

The Federal Reserve increased the federal funds rate by 25 basis points twice
during the first quarter of 2000, and by 50 basis points once during May of
2000. This change in prime results in an almost immediate increase in the Bank's
prime lending rate. The interest rate on a significant portion of the Bank's
commercial loan portfolio is tied to the prime-lending rate. Therefore, the Bank
receives an immediate short-term benefit to the increase in prime. In general,
local deposit interest rates do not respond as quickly to changes in the prime
lending rate. However, the cost of certificates of deposits gathered on the
electronic network, and FHLB advances are more sensitive to general changes in
interest rates. In the first quarter of 2001, the Federal Reserve lowered the
federal funds rate by 150 basis points and another 125 basis points in the
second quarter of 2001. As the Bank adjusts it's prime lending rate accordingly,
the Bank experiences an almost immediate decrease in net interest income and the
related margin. In response, management has lowered retail deposit rates,
however, it is unable to lower the cost of retail deposits as quickly and to the
same extent as the Federal Reserve has lowered the federal funds rate. In
addition, many customers who had obtained longer term, fixed rate financing are
refinancing higher yielding loans at lower rates.

Recent business loan payoffs have also begun to impact net interest income. In
general, these business loans were higher yielding assets. Management cannot
replace this loan volume with comparable yields in the short run. Management has
instead elected to shrink the balance sheet by repaying variable rate FHLB
advances and reducing the Bank's dependency on network and jumbo certificate of
deposits. However, the net effect of this strategy still results in a loss of
net interest income.


Noninterest Income
Noninterest income for the six months ending June 30, 2001 was $835,000. This
represents a $306,000 or 57.7% increase over the same period in 2000.

The general decrease in interest rates during the first and second quarter of
2001 has spurred residential real estate refinancing activity. Year to date, the
Bank has originated $11,894,000 of residential mortgages subsequently sold to
the secondary market. This compares to $1,418,000 for the same period in 2000.
Management has elected to sell most 15 and 30 year fixed rate residential real
estate mortgage loans originated during the period. As a result, gains on loan
sales have increased by $158,000 or 502.5% compared to the six months ending
June 30, 2000.

Also, CNFC elected to liquidate several municipal bonds and an additional equity
investment held as available for sale by the holding company. This resulted in
$148,000 in securities gains. The Bank also liquidated two corporate bonds
resulting in $8,000 in securities gains.



                                       14


<PAGE>   15
                   COMMERCIAL NATIONAL FINANCIAL CORPORATION


Noninterest income for the three months ending June 30, 2001 was $424,000, a
$139,000 or 48.8% increase. Factors affecting this increase were similar to
those described in the paragraphs above.

Noninterest Expense
Noninterest expense for the six months ending June 30, 2001 totaled $2,892,000.
This represents a $148,000 or 5.4% increase over the same period in 2000.

Salary and benefit expense for the six months ending June 30, 2001 totaled
$1,594,000 compared to $1,454,000 for the same period in 2000, an increase of
$140,000 or 9.6%. The increase reflects normal salary increases, combined with a
13.0% increase in the cost of medical insurance. Bank staffing levels have not
significantly changed compared to the same period in 2000. Management is in the
process of evaluating 2001 medical insurance renewal premiums. We anticipate
that medical costs will again increase significantly above the current inflation
rate.

Professional fees for the six months ended June 30, 2001 increased $21,000 or
12.4% compared to the same period in 2000. Increased accounting and legal fees
related to the formation of a mortgage subsidiary was the primary reason for
increased professional fees. Other expenses decreased $21,000 or 4.4% as a
result of a general effort on the part of management to control expenses.

Printing, postage and supplies increased $15,000 or 11.7% primarily due to
increased postage rates.

Non-interest expense for the quarter ending June 30, 2001 increased $92,000 or
6.8%. The primary factors affecting this increase are similar to those discussed
in the paragraphs above.










                                       15


<PAGE>   16
                   COMMERCIAL NATIONAL FINANCIAL CORPORATION

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

CNFC's primary market risk exposure is interest rate risk and, to a lesser
extent, liquidity risk. All of the CNFC's transactions are denominated in U.S.
dollars with no specific foreign exchange exposure. CNFC has a limited exposure
to commodity prices related to agricultural loans. Any impacts that changes in
foreign exchange rate and commodity prices would have on interest rates are
assumed to be insignificant.

Interest rate risk ("IRR") is the exposure of a banking organization's financial
condition to adverse movements in interest rates. Accepting this risk can be an
important source of profitability and stockholder value, however, excessive
levels of IRR could pose a significant threat to the CNFC's earnings and capital
base. Accordingly, effective risk management that maintains IRR at prudent
levels is essential to the CNFC's safety and soundness.

Evaluating a financial institution's exposure to changes in interest rates
includes assessing both the adequacy of the management process used to control
IRR and the organization's quantitative level of exposure. When assessing the
IRR management process, management seeks to ensure that appropriate policies,
procedures, management information systems and internal controls are in place to
maintain IRR at prudent levels with consistency and continuity. Evaluating the
quantitative level of IRR exposure requires the management to assess the
existing and potential future effects of changes in interest rates on its
consolidated financial condition, including capital adequacy, earnings,
liquidity, and, where appropriate, asset quality.


Forward Looking Statements
This discussion and analysis of financial condition and results of operations,
and other sections of this report contain forward looking statements that are
based on management's beliefs, assumptions, current expectations, estimates and
projections about the financial services industry, the economy, and about the
Corporation itself. Words such as "anticipates", "believes", "estimates",
"expects" "forecasts" "intends", "is likely", "plans", "product", "projects",
variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties, and assumptions ("Future
Factors") that are difficult to predict with regard to timing, extent,
likelihood and degree of occurrence. Therefore, actual results and outcomes may
materially differ from what may be expressed or forecasted in such forward
looking statements. Furthermore, CNFC undertakes no obligation to update, amend
or clarify forward-looking statements, whether as a result of new information,
future events, or otherwise.

Future Factors include changes in interest rates and interest rate
relationships; demand for products and services; the degree of competition by
traditional and non-traditional competitors; changes in banking regulations and
tax laws; changes in prices, levies, and assessments; the impact of technology,
governmental and regulatory policy changes; the outcome of pending and future
litigation and contingencies; trends in customer behavior including their
ability to repay loans; and vicissitudes of the national and local economies.
These are representative of the Future Factors that could cause a difference
between an actual outcome and a forward-looking statement.





                                       16


<PAGE>   17
                    COMMERCIAL NATIONAL FINANCIAL CORPORATION


                    COMMERCIAL NATIONAL FINANCIAL CORPORATION


PART II.                                                OTHER INFORMATION

Item 6 (b)                                              Reports on Form 8-K

A Form 8-K was filed on March 21, 2001 indicating that Commercial Bank had
formed a wholly owned subsidiary called CNFC Mortgage Corporation.






                                       17



<PAGE>   18
                    COMMERCIAL NATIONAL FINANCIAL CORPORATION


                    COMMERCIAL NATIONAL FINANCIAL CORPORATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  Commercial National Financial Corporation
                                                   (Registrant)
Date: August  14, 2001


                                  Jeffrey S. Barker
                                  President and Chief Executive Officer



                                  Patrick G. Duffy
                                  Executive Vice President and Chief Financial
                                  Officer





                                       18