UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): September 22, 2004



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

   Pennsylvania   

    0-18676 

     25-1623213      

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)


900 Ligonier Street, Latrobe, PA

15650

(Address of Principal Executive Offices)

(Zip Code)


Registrant's telephone number, including area code: (724) 539-3501


Item 7.01      REGULATION FD DISCLOSURE

On September 22, 2004, Commercial National Financial Corporation issued a press release announcing the approval of a balance sheet restructuring through the prepayment of $55.0 million in borrowings from the Federal Home Loan Bank with a weighted average cost of 5.22%. A copy of this press release and related earnings tables are furnished herein as exhibit 99.1. 

Item 8.01            OTHER EVENTS

On September 22, 2004, Commercial National Financial Corporation issued a press release announcing the approval of a balance sheet restructuring through the prepayment of $55.0 million in borrowings from the Federal Home Loan Bank with a weighted average cost of 5.22%. A copy of this press release and related earnings tables are furnished herein as exhibit 99.1. 


SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

          Commercial National Financial Corporation

                                                    (Registrant)

Date: September 22, 2004   

By:

/s/ Gregg E. Hunter

Gregg E. Hunter

President and Chief Executive

Officer