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                   COMMERCIAL NATIONAL FINANCIAL CORPORATION














                                  EXHIBIT 31.2
















































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                   COMMERCIAL NATIONAL FINANCIAL CORPORATION



I, Patrick G. Duffy, certify that:

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

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

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

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act rules 13a-15 (e) and 15d-15(e)) for the registrant and
     have:

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

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

     c)  Disclosed in this report any changes in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter( the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect the registrant's internal
         control over financial reporting; and

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

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

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




DATE: NOVEMBER 14, 2003
                                                    /s/ Patrick G. Duffy
                                                    --------------------------
                                                    Patrick G. Duffy
                                                    Executive Vice President and
                                                    Chief Financial Officer