Union National Financial Corp/PA – ‘S-3DPOS’ on 7/20/99

On:  Tuesday, 7/20/99   ·   Effective:  7/20/99   ·   Accession #:  950165-99-56   ·   File #:  33-80093

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Post-Effective Amendment to an S-3D   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3DPOS     Unfc S-3 Amd #2                                       27    102K 
 2: EX-23       Ex-23.1 Consent of Auditors                            2      8K 
 3: EX-99       Ex-99.1 Unfc Drip                                     11     36K 
 4: EX-99       Ex-99.2 Unfc Drip Auth Form                            2      7K 
 5: EX-99       Ex-99.3 Unfc Drip Ltr                                  2      6K 

S-3DPOS   —   Unfc S-3 Amd #2
Document Table of Contents

S-3DPOS
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As filed with the Securities and Exchange Commission on July 20, 1999         
                                                   Registration No. 33-80093

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------------------
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 No.)      

                                            Mark D. Gainer
                                         President and Chief Executive Officer
                                          UNION NATIONAL FINANCIAL CORPORATION
101 East Main Street                    101 East Main Street
 P.O. Box 567                             P.O. Box 567
    Mount Joy, Pennsylvania 17552            Mount Joy, Pennsylvania 17552
(717) 653-1441                          (717) 653-1441
(Address, including zip code, and           (Name, address, including zip code, 
telephone number, including area code,        and telephone number, including   
of Registrant's principal executive           area code, of agent for service)  
offices)                                        

 With Copies To:
Nicholas Bybel, Jr., Esquire
 SHUMAKER WILLIAMS, P.C.
Post Office Box 88
Harrisburg, Pennsylvania 17108
(717) 763-1121
------------------------------------------------------------------

     Approximate date of commencement of proposed sale to the public: as soon as
practicable after the effective date of this  Post-Effective  Amendment No. 2 to
the Registration Statement.                                                     

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ X ]                                                                      

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]                                

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]                     

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]                                                      

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]                                             

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PROSPECTUS

UNION NATIONAL FINANCIAL CORPORATION
----------------------

 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
----------------------

Shares of Common Stock
 par value $0.25
----------------------

     Union National  Financial  Corporation's  Dividend  Reinvestment  and Stock
Purchase Plan, as amended,  provides  holders of Union  National's  common stock
with a convenient way to purchase  additional  shares of Union National's common
stock, by permitting participants in the plan to automatically reinvest cash and
stock dividends on all of their shares. This prospectus reflects an amendment to
the plan that provides for  safekeeping  of stock  certificates  when shares are
distributable to a plan participant  pursuant to a stock dividend or stock split
on shares  registered in the name of a participant under the plan, as well as an
increase in the fees associated with the administration of the plan.            

     Participation  in the plan is entirely  voluntary so that  shareholders may
join the plan and terminate their participation in the plan at any time.        

     Under the terms of the plan, as adopted on November 9, 1995, and as amended
and  restated on February 1, 1997,  and further  amended on February  25,  1999,
Union  National  is  authorized  to sell up to  165,375  shares of common  stock
(originally  150,000 common shares,  which shares were subject to adjustment for
stock dividends and stock splits.) Approximately 32,512 shares were issued prior
to June 1, 1999. This  prospectus  relates to the  approximately  132,863 shares
remaining and authorized for issuance under the plan.                           

     Dividends  (in cash or stock),  if and when  declared,  will be  reinvested
under the terms of the plan.  Shareholders may only participate in the plan with
respect to all of their shares of common stock held in the plan.                

     A  summary  of the  plan  is  provided  in  this  prospectus  in an easy to
understand  question and answer format.  The entire text of the plan is filed as
Exhibit  99.1  to  Union  National's   Registration  Statement,  of  which  this
prospectus  forms a part. You are  encouraged to read it carefully.  If you have
any additional  questions,  please call Charles R. Starr, the plan administrator
at (717) 653-1441.                                                              

We recommend that you retain this prospectus for future reference.    

     An  investment in common stock held in the plan account has the same market
risks as an investment in common stock held in  certificate  form.  Participants
bear the risk of loss  (and  receive  benefit  of gain)  occurring  by reason of
fluctuations  in the market price of the common stock held in the plan  account.
----------------------

     These  securities  have not been approved or  disapproved by the Securities
     and Exchange  Commission  or any state  securities  commission  nor has the
     Securities  and  Exchange  Commission  or any state  securities  commission
     passed upon the accuracy or adequacy of this prospectus. Any representation
to the contrary is a criminal offense.                                
----------------------

The date of this  Prospectus is July 30, 1999.            

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 AVAILABLE INFORMATION

     Union  National  is  subject  to  the  informational  requirements  of  the
Securities  Exchange Act of 1934, and therefore files reports,  proxy statements
and  other  information  with the  Securities  and  Exchange  Commission.  These
reports,  proxy statements and other  information can be inspected and copied at
the Public  Reference  Section of the  Commission at Judicial  Plaza,  450 Fifth
Street,  N.W., Room 1024,  Washington,  D.C., as well as the following  Regional
Offices of the Commission:  Chicago Regional Office,  219 South Dearborn Street,
Chicago,  IL 60604; and New York Regional Office, 26 Federal Plaza, New York, NY
10278.  Copies of these materials may also be obtained from the Public Reference
Section of the  Commission  at its  Washington  address,  by mail at  prescribed
rates.  The  Commission  maintains a web site that contains  reports,  proxy and
information  statements and other  information  regarding  registrants that file
electronically with the Commission.  The address of the Commission's web site is
http://www.sec.gov.                                                             

     This  prospectus  constitutes  a part  of the  Registration  Statement  No.
33-80093 filed by Union National with the Commission under the Securities Act of
1933  on  December  6,  1995,  relating  to the  common  stock  offered  in this
prospectus.   This  prospectus  omits  certain  information   contained  in  the
registration statement,  and reference is made to the registration statement and
to its exhibits for further  information  with respect to Union National and the
common  stock  offered in this  prospectus.  Any  statements  contained  in this
prospectus  concerning  the  provisions  of any  document  are  not  necessarily
complete,  and in each  instance  reference is made to the copy of that document
filed as an exhibit to the  registration  statement or otherwise  filed with the
Commission. Each statement is qualified in its entirety by this reference.      

     No  person  has  been  authorized  to give any  information  or to make any
representation  not  contained in this  prospectus,  and if given or made,  that
information  or  representation  should  not  be  relied  upon  as  having  been
authorized.  This  prospectus  does  not  constitute  an  offer  to  sell,  or a
solicitation  of an offer  to  purchase,  any of the  securities  to which  this
prospectus  relates  in any  jurisdiction  to or from any  person  to whom it is
unlawful to make an offer or solicitation in that jurisdiction. Neither delivery
of this prospectus nor any sale of securities to which this  prospectus  relates
shall,  under any  circumstance,  create any implication  that there has been no
change in the  affairs or  condition  of Union  National  since the date of this
prospectus or that the information contained in this prospectus is correct as of
any time subsequent to the date of this prospectus.                             

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 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents  filed by Union  National with the  Commission are
hereby incorporated by reference in this prospectus (File No. 0-19214):         

         (a)      Union National's Annual Report on Form 10-K for the year ended
                  December  31,  1998,  filed with the  Commission  on March 29,
1999;                                       

         (b)      Union National's Quarterly Report on Form 10-Q for the quarter
                  ended March 31,  1999,  filed with the  Commission  on May 14,
1999;                                       

         (c)      Union  National's  Current  Report on Form 8-K, filed with the
Commission on February 25, 1999; and        

         (d)      the description of Union National's  common stock that appears
                  in Union  National's  prospectus  filed with the Commission on
                  May  27,  1997,   which  forms  a  part  of  Union  National's
     Registration Statement No. 333-27837 on Form S-8.

     All documents  filed by Union National under Section  13(a),  13(c),  14 or
15(d) of the Securities  Exchange Act of 1934 after the date of this  prospectus
are also  incorporated  by reference  into this  prospectus and deemed a part of
this prospectus from the date of filing.                                        

     Any  statement  contained in a document that is  incorporated  by reference
will be modified or  superseded  for all purposes to the extent that a statement
contained in this  prospectus  (or in any other  document  that is  subsequently
filed with the Commission and incorporated by reference) modifies or is contrary
to that previous statement.                                                     

     Documents  incorporated  by reference are available  without charge to each
participant in the plan who requests, a copy of any or all of the documents.  In
addition, you may obtain all documentation relating to the plan that is required
to be  delivered  to  participants  pursuant  to the  rules  adopted  under  the
Securities  Act of 1933 from  Union  National.  Requests  for  copies  should be
addressed verbally or in writing to:                                            

                            Union National Financial Corporation
                           Attention:  Chief Financial Officer
            101 East Main Street
    P.O. Box 567
                     Mount Joy, Pennsylvania 17552
      (717) 653-1441

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 THE CORPORATION

     Union  National,  a Pennsylvania  business  corporation,  is a bank holding
company  registered with and supervised by the Board of Governors of the Federal
Reserve  System.  Union  National was formed in 1986 as the holding  company for
Union National Community Bank (formerly Union National Mount Joy Bank). The Bank
serves  the  Lancaster  County  area of  Pennsylvania.  As used  herein,  "Union
National"  refers  to  Union  National  Financial  Corporation  and its  banking
subsidiary.                                                                     

     The Bank is a full-service commercial bank with trust powers and provides a
wide  range of  banking  and  financial  services  to  individuals  and small to
medium-sized  businesses.  The principal executive offices of Union National are
located at 101 East Main Street, P.O. Box 567, Mount Joy, Pennsylvania 17552.   

 AMENDMENT TO THE PLAN

     Union National's  Board of Directors  amended the plan on February 25, 1999
to provide for safe keeping of stock  certificates when shares are distributable
to a plan  participant  pursuant  to a stock  dividend  or stock split on shares
registered in the name of a  participant  under the plan, as described in detail
below.  The  amendment  providing  for  safekeeping  of stock  certificates  and
increasing  the fees  associated  with  the  administration  of the plan  became
effective on the date the Board of Directors amended the plan.                  

EXPLANATION OF THE
 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

     The  following,  in a question  and answer  format,  constitutes  a summary
description of the Union National Financial  Corporation  Dividend  Reinvestment
and Stock  Purchase  Plan.  A  complete  copy of the plan  document  is filed as
Exhibit  99.1 to the  Registration  Statement of which this  prospectus  forms a
part. Those holders of Union  National's  common stock who do not participate in
the plan  will  continue  to  receive  stock  certificates,  if and  when  stock
dividends or stock splits are declared.                                         

General                                                                         

1.       What is the purpose of the plan?                                       

         The plan provides  participants of Union National's common stock with a
convenient  method of investing cash  dividends  payable upon their common stock
and of making  voluntary cash payments to purchase  additional  shares of common
stock.  To the extent that the  additional  shares are  purchased  directly from
Union National under the plan, Union National will receive  additional funds for
its general  corporate  purposes.  (See the Section entitled "USE OF PROCEEDS".)
Each participant should recognize that neither Union National nor the plan      

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administrator  (See No. 3 below) can provide any assurance that shares purchased
under the plan will,  at any  particular  time, be worth more or less than their
purchase price.                                                                 

2. What are the advantages of the plan?                                         

     o    The plan provides  participant  shareholders  with the  opportunity to
          make additional  voluntary cash payments,  within specified limits, to
          purchase additional shares of common stock, without the payment of any
service charges or brokerage commissions.                   

     o    Participants  will obtain full  investment  use of funds,  because the
          plan  provides  for  fractional  shares as well as whole  shares to be
          credited  to  the  participants'  accounts.   Fractional  shares  earn
          dividends  just like whole shares when held in the plan account.  (See
No. 12 below.)                                              

     o    Participants may avoid cumbersome  safekeeping and recordkeeping costs
          through the free  custodial  and reporting  services  furnished by the
          plan.  Shares are held in "book entry" form and regular  statements of
          account are provided by the plan  administrator.  (See Nos. 17, 18 and
24 below.)                                                  

     o    Participants   benefit   because  Union   National  pays  all  of  the
administrative costs of the plan. (See No. 16 below.)       

3.       Who administers the plan for participants?                             

     The Union National Community Bank Trust Department administers the plan. In
this capacity,  the plan administrator  sends periodic  statements of account to
participants  and performs  other  administrative  duties  relating to the plan.
Shares  purchased  for a  participant  under  the  plan  are  held  by the  plan
administrator and registered in its name. (See No. 18 below.)                   

         Any  notices,  questions or other  communications  relating to the plan
should include the participant's  account number and tax  identification  number
and should be addressed to:                                                     

                     Union National Community Bank
        Trust Department
                                Dividend Reinvestment Plan Administrator
            101 East Main Street
    P.O. Box 567
           Mount Joy, PA 17552

     Participants  who have  questions  regarding  the plan also may contact the
plan administrator at (717) 653-1441.                                           

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Participation                                                                   

4. Who is eligible to participate in the plan?                                  

     Generally, record holders of common stock of Union National are eligible to
participate in the plan. However, Union National may refuse to offer the plan to
various shareholders of Union National as follows:                              

     o    those who are  residents  of a state  that may  require  registration,
          qualification  or exemption of the common stock to be issued under the
          plan, or registration or qualification of Union National or any of its
          officers or employees as a broker, dealer, salesman or agent where the
          plan administrator determines,  in its discretion,  that the number of
          shareholders  or number of shares held does not justify the expense of
registration, fees, etc. in that state(s);                  

     o    those whose shares are registered in the name of a nominee,  such as a
          brokerage firm or securities depository, unless those shares are first
 transferred into the record name of the beneficial owner; and

     o    those shareholders who beneficially own 5% or more of Union National's
          outstanding common stock, as determined by the plan administrator,  in
its sole discretion.                                        

     Subject to the limitations in the paragraph  immediately  above and without
limiting the  generality of this  statement,  participants  in the plan may make
voluntary  cash  payments of not less than  $100.00 or more than  $1,000.00  per
quarter. (See No. 14 below.)                                                    

5. How does an eligible shareholder become a participant in the plan?           

     An eligible  shareholder  may join the plan at any time by  completing  and
signing the authorization  form included with the prospectus and returning it to
the  plan  administrator.   A  postage-paid  envelope  is  provided,   with  the
prospectus, for that purpose. Additional authorization forms may be obtained, at
any time, from the plan administrator.  A properly completed  authorization form
must be  received at least 10  business  days  before a dividend  record date in
order for the  dividends  payable to  shareholders  of record on that date to be
reinvested in Union National's common stock under the plan.                     

     Historically, dividends declared on the common stock have been declared and
paid on a quarterly  basis.  Union  National's  Board of Directors  reserves the
right to change  dividend  record and payment  dates,  if and when dividends are
declared.                                                                       

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6.       Is a  shareholder  required to  reinvest  his or her  dividends  on all
         shares of common stock held in the plan in order to  participate in the
plan?                                                         

          Yes. All  holders  of  record  of Union  National's  common  stock are
               eligible to participate in the plan, except as discussed in No. 4
               above.  To  participate in the plan,  however,  record holders of
               common  stock  must  participate  with  respect  to all shares of
               common  stock that they hold in the plan and must arrange to have
               the dividends on all of those shares reinvested under the plan by
               completing  the  authorization  form and  sending the form to the
plan administrator.                               

7.       May a participant change the number of shares subject to the plan so as
         to reduce the number of shares subject to dividend reinvestment to some
number representing less than all shares held?                

          No.  Shareholders may only participate in the plan with respect to all
of their shares of common stock held in the plan. 

Purchases                                                                       

8. How are shares of common stock acquired under the plan?                      

     Cash  dividends  payable on Union  National's  common stock held by persons
participating  in the  plan  will be paid to the  plan  administrator.  The cash
dividends paid to the plan  administrator  will not include any applicable taxes
withheld  by Union  National.  The  plan  administrator  will  pool  these  cash
dividends  together with all voluntary cash payments  received and, with respect
to  shares  to be  purchased  on the  open  market,  will  transfer  them  to an
independent  purchasing agent, who will be a broker-dealer  registered under the
Securities  Exchange  Act of 1934 and may be a bank,  trust  company,  brokerage
firm, or other  independent  fiduciary,  as selected by the plan  administrator.
Aside  from  transferring  funds to the plan  purchasing  agent,  neither  Union
National  nor the plan  administrator  shall have any  influence  on the manner,
methods,  or timing of shares  acquired  in open market  transactions.  The plan
purchasing  agent  will use the funds to  purchase  shares  of Union  National's
common  stock on the open  market  for the plan  accounts  of the  participants.
Alternatively,  the plan  administrator  will, if so directed by Union National,
acquire  shares  directly  from  Union  National,   or  pursuant  to  negotiated
transactions.  A  combination  of the  foregoing  methods may be used,  as Union
National directs. In any event, each participant's account will be credited with
a pro rata share of the purchased shares.                                       

9. When will shares of common stock be purchased under the plan?                

     All  dividends  (cash and stock) will be used to purchase  common  stock as
soon as reasonably  possible after the applicable dividend payment date, but not
more than 30 days after the dividend payment date.                              

     Voluntary  cash  payments  will be  accepted  for  investment,  and will be
invested,  only in connection with a dividend payment date. Because participants
will not be credited with interest                                              

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on their  voluntary  cash  payments  prior to  investment  and  because the plan
administrator  is prohibited  from holding  voluntary cash payments for extended
periods of time prior to investing them, participants are strongly encouraged to
submit  their  voluntary  cash  payments as near as  possible to the  applicable
dividend  payment date. For investment of a voluntary cash payment to occur on a
particular  investment  date, the voluntary cash payment must be received by the
plan  administrator  no later than 10 days prior to the  corresponding  dividend
payment  date,  allowing  adequate  time for the checks or other drafts to clear
prior to the corresponding dividend payment date.                               

     Purchases of common stock in the open market or in negotiated  transactions
may occur over one or more trading days.                                        

10. At what price will shares of common stock be purchased under the plan?      

     For  purchases  of  shares  of  common  stock  in the  open  market,  or in
negotiated transactions, the purchase price will be the fair market value of the
common stock as of the investment  date.  The investment  date is defined in the
plan as the day during a month on which a dividend is payable,  and in any other
month, the 15th day of that month, or in any case, if that day is not a business
day on which  securities  are traded,  then the next  following  business day on
which  securities are traded.  The purchase price of the common stock  purchased
under the plan in open  market  and/or in  negotiated  transactions  will be the
participant's   pro  rata  share  of  the  actual  costs  (excluding   brokerage
commissions, if any) incurred by the plan administrator for those purchases. For
shares of common stock purchased from Union National, the purchase price will be
the fair market value of the common stock, as of the applicable investment date.
In the event of purchases  of common  stock from Union  National and in the open
market and/or  negotiated  transactions,  the purchase price per share of common
stock to be charged to each participant  will be based on the weighted  averages
of the  prices of all  shares  purchased.  Each  participant's  account  will be
credited with the number of whole and fractional  shares calculated to 5 decimal
places,  equal to the amount to be invested for the  participant  divided by the
applicable purchase price.                                                      

     If the common stock is listed on an established  organized  stock exchange,
the fair market  value will be the closing  price per share for the common stock
on that stock exchange on the applicable date or, if no sale of the common stock
occurred on that stock  exchange on that date,  the closing  price per share for
the  common  stock on that  exchange  on the next day on which a sale of  common
stock occurred. If the common stock is not listed on an established exchange but
is  listed  in the  National  Market  System  of  the  National  Association  of
Securities  Dealers  Automated  Quotation System  (NASDAQ/NMS),  the fair market
value will be the average of the highest and lowest trading prices per share for
the common  stock on the  applicable  date or, if no trade of the  common  stock
occurred in the National  Market System on that date, the average of the highest
and lowest  trading  prices  per share for the  common  stock on the next day on
which the common stock was traded in the National  Market System.  If the common
stock is not listed on an established stock exchange or in the NASDAQ/NMS but is
quoted on a system maintained by the National Association of Securities Dealers,
Inc. (NASD), the fair market value will be the average of the closing dealer bid
and asked prices per share for the common stock quoted on that                  

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system on the applicable  date or, if no bid and asked prices are quoted on that
system on that date,  the average of the closing dealer bid and asked prices for
the common stock quoted on that system on the most recent  previous day on which
prices were so quoted. If the common stock is not listed on an established stock
exchange or in the NASDAQ/NMS, or quoted in a system maintained by the NASD, the
fair market value will be the average of the lowest bid and highest asked prices
per share for the  common  stock  quoted on the  applicable  date by one or more
brokerage firms selected by the plan  administrator  which then make a market in
the common stock or, in the absence of any bid and asked  prices  quoted on that
date, the quoted per share price (or average of the quoted per share prices,  if
several),  whether bid or asked,  for the common stock reported on that date or,
failing this, on the most recent previous date on which quotes are available.   

11. How many shares of common stock will be purchased for participants?         

     The number of shares  purchased  for each  participant  will  depend on the
amount of dividends to be reinvested in a participant's  account,  the amount of
any voluntary  cash  payments and the  applicable  purchase  price of the common
stock (See No. 10 above). Each participant's  account will be credited with that
number of  shares,  including  any  fractional  interest  computed  to 5 decimal
places,  equal to the total  amount to be  invested  divided  by the  applicable
purchase price as described in No. 10 above.                                    

12.  Will  dividends  on  shares  held  in a  participant's  account  be used to
purchase additional shares under the plan?                            

     Yes. If and when Union  National  declares  cash and/or stock  dividends or
stock  splits,  to the record  holders of shares of its common  stock,  the plan
administrator will credit each participant's account with those dividends and/or
stock  splits,  and all  dividends  and/or  stock  splits will be  automatically
reinvested  in  additional  shares of common  stock,  thereby  compounding  each
participant's   investment.   Fractional  shares  held  under  the  plan  for  a
participant's  account will receive  dividends in the same way as a whole share,
but in proportion to the size of the fractional share.                          

Voluntary Cash Payments                                                         

13. Who is eligible to make voluntary cash payments?                            

     All record holders of common stock who elect to have  dividends  reinvested
and who are eligible to  participate,  in accordance  with the provisions of the
plan, may also elect to make voluntary cash payments.                           

14. What are the limitations on voluntary cash payments?                        

     Participants are strongly  encouraged to submit any voluntary cash payments
as near as possible to the applicable  dividend  payment date (See No. 9 above).
Voluntary  cash  payments  received  too early or too late will be  returned  to
participants.                                                                   

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     Voluntary cash payments may not be less than $100.00 or more than $1,000.00
per quarter.  Union  National  reserves the right,  in its sole  discretion,  to
determine  whether  voluntary  cash  payments  are made on behalf of an eligible
participant.                                                                    

15. How does the voluntary cash payment option work?                            

     A voluntary  cash  payment may be made by  enclosing a check or money order
with the executed  authorization  form (for new participants) or by forwarding a
check or money  order to the plan  administrator  with a payment  form that will
accompany  each  statement of account.  Checks and money  orders  should be made
payable to "Union National  Community Bank Trust  Department" and should include
the participant's account number and taxpayer identification number.  Additional
payment forms may be obtained from the plan administrator.                      

     Any voluntary cash payment  received by the plan  administrator  within the
period,  described  in Nos. 9 and 14 above,  will be applied to the  purchase of
shares of common stock on the following investment date at a price determined in
accordance  with  the  provisions  of the  plan.  No  interest  will  be paid on
voluntary cash payments held by the plan  administrator  prior to the respective
investment date.                                                                

Costs                                                                           

16. Are there any expenses to  participants  in connection  with purchases under
the plan?                                                                       

     No.  Participants  are not  obligated to pay any brokerage  commissions  or
other charges with respect to purchases of common stock under the plan.         

     A  participant  who  requests  that the plan  administrator  sell shares of
common  stock  held in the  participant's  account  in the plan  incurs a $10.00
service fee, and any brokerage  fees incurred in connection  with the sale. If a
participant  pays the fee in advance  when notice of sale is made,  then the fee
will not be deducted  from the  proceeds of the sale (See Nos. 20 and 22 below).
All other costs of administration of the plan are paid by Union National.       

Reports to Participants                                                         

17. What kind of reports are sent to participants in the plan?                  

     The plan  administrator  maintains a separate account for each participant.
Each participant in the plan receives a statement of account  subsequent to each
dividend payment date describing cash dividends,  stock dividends, stock splits,
the number of shares  purchased,  the amount of voluntary  cash payments made by
the  participant,  the price per share, and total shares  accumulated  under the
plan.  These  statements  provide a continuing  record of the dates and costs of
purchases on a quarterly  basis and should be retained for income tax  purposes.
In addition,  participants receive Union National's annual and quarterly reports
to shareholders, notices of shareholder meetings, proxy statements, and Internal
Revenue Service information for reporting dividends paid and commission expenses
paid on their behalf.                                                           

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Certificates for Shares                                                         

18.      Will  certificates  be issued for shares of common  stock  purchased or
acquired under the plan?                                      

     No.  The  custodial,  or  "book  entry"  method  of  holding  shares  is  a
safekeeping  feature that protects against loss,  theft, or destruction of stock
certificates.  It is also a more  economical way for the plan  administrator  to
administer the plan. Certificates for shares purchased or acquired pursuant to a
stock  dividend or stock split for a  participant's  account under the plan will
not be issued unless the participant:                                           

o    specifically  requests  in  writing  that the  certificates  be issued  and
    includes the payment of a service fee of $10.00 to the plan administrator;

o    withdraws  shares from his or her plan account and requests that the shares
be sold on his or her behalf; or                                      

o    terminates  participation in the plan and does not request the shares to be
     sold on his or her  behalf.  A $10.00 fee is payable by  participants  upon
     withdrawal or termination  from the plan. If the fee is not paid in advance
     when the withdrawal or  termination is requested,  the fee will be deducted
from the participant's account.                                       

Withdrawal of Shares in Plan Accounts                                           

19. How may a participant withdraw shares purchased under the plan?             

     A participant may withdraw from  participation in the plan all of the whole
shares of common  stock  credited  to his or her account by  submitting  written
notification  to the plan  administrator  at the  address  shown in No. 3 above.
Whole shares of common stock  withdrawn  from the plan will be issued  through a
certificate  in the name of the  participant  and  dividends  will no  longer be
reinvested.  Any notice of withdrawal  received from a participant  less than 10
business  days  before a dividend  record date will not be  effective  until the
participant's  dividends  paid on that date have been  reinvested and the shares
credited to the participant's  account. There is a $10.00 withdrawal fee payable
by the participant.  Any fractional interest withdrawn will be liquidated by the
plan  administrator  on the basis of the then  current  fair market value of the
common  stock  and a check  issued  for the  proceeds  thereof.  In no case will
certificates  representing a fractional  interest be issued.  If the participant
withdraws  a portion of his or her shares held in the plan and does not sell the
withdrawn  shares,  the participant will be deemed to have terminated his or her
participation in the plan because a shareholder may only participate in the plan
with  respect to all of his or her  shares of common  stock and not a portion of
those shares.                                                                   

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20. May a participant elect to have the withdrawn shares sold?                  

     Yes.  Participants  may request the plan  administrator  to sell the shares
withdrawn  from the plan.  The request to sell received from a participant  less
than 10 business days before a dividend  record date will not be effective until
the  participant's  dividends  paid on that date have  been  reinvested  and the
shares credited to the  participant's  account.  Participants  should specify in
their written  notification of withdrawal if the plan  administrator is to cause
the sale of the withdrawn shares.                                               

     The plan  administrator  will direct the plan purchasing agent to execute a
sale order  providing  for the sale of shares,  within 30 days of receipt of the
notice,  and to deliver to the participant a check for the proceeds of the sale,
less: any brokerage  commissions;  a $10.00 service fee; applicable  withholding
taxes;  and  transfer  taxes (if any)  incurred in  connection  with the sale. A
request  for shares to be sold must be signed by all  persons in whose names the
account appears, with signatures guaranteed.                                    

     Any  fractional   interest   withdrawn  will  be  liquidated  by  the  plan
administrator  on the basis of the then current market value of the common stock
and a check  issued  for the  proceeds  thereof.  In no case  will  certificates
representing a fractional interest be issued.                                   

     Participants who withdraw all of the whole and fractional shares from their
accounts will be treated as having terminated participation in the plan and will
also incur a $10.00  withdrawal  fee in  addition  to the $10.00  service fee to
execute a sale order. (See No. 22 below.)                                       

Discontinuation of Dividend Reinvestment                                        

21. How does a participant discontinue participation under the plan?            

     Participants  may terminate their  participation in the plan at any time by
sending written notice to the plan administrator.  When a participant terminates
his or her participation in the plan, the plan administrator will deliver to the
participant a certificate for whole shares credited to the participant's account
under the plan, and a check representing:                                       

o    any uninvested dividends held by the plan administrator for the participant
under the plan, and;                                                  

o    the value of any  fractional  share based on the then  current  fair market
     value per share of Union National's common stock. Any notice of termination
     received  less than 10 business  days prior to a dividend  record date will
     not be  effective  until  dividends  paid for the  record  date  have  been
     reinvested   and  the  shares  (whole  or   fractional)   credited  to  the
     participant's  account.  There  is a  $10.00  withdrawal  fee to  terminate
participation in the plan.                                            

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22. May a participant request shares to be sold when terminating participation? 

     Yes.  The request  should be in writing  for all of the whole  shares to be
sold.  Any request  must be signed by each person in whose name the plan account
appears. On receipt of the request,  the plan administrator will direct the plan
purchasing  agent to proceed in the same manner as set forth in No. 20 above.  A
check will be issued in lieu of the  issuance of any  fractional  share based on
the then current fair market value per share of Union  National's  common stock.
There  is a  $10.00  service  fee for any  participant  who  requests  the  plan
administrator to sell the shares held in the participant's account. In addition,
there  is a  $10.00  withdrawal  fee to  terminate  participation  in the  plan.
Therefore,  any participant who elects to terminate his or her  participation in
the plan and  directs the plan  administrator  to sell the shares held in his or
her account will incur, in the aggregate, a service fee of $20.00,  representing
the $10.00 withdrawal fee and the $10.00 service fee in connection with the sale
of the shares.                                                                  

Federal Income Tax Information                                                  

23. What are the federal income tax consequences of participation in the plan?  

     For federal income tax purposes,  a participant in the plan will be treated
as having  received,  on the dividend payment date, the full amount of dividends
allocable to the  participant,  regardless of whether the dividends are actually
paid in cash,  withheld  for the payment of taxes,  or  invested  in  additional
shares of common stock pursuant to the plan. Additionally,  the participant will
be deemed to have received taxable income in the amount of commissions and other
brokerage  expenses paid in purchasing shares on the participant's  behalf.  The
per share tax basis of shares acquired for a participant  under the plan will be
the price per share  reported on the periodic  statement of account  supplied to
each participant after each applicable  investment date, adjusted to include the
amount  of  commissions  and  other  brokerage  expenses  paid on  behalf of the
participant, as reported in the Internal Revenue Service information referred to
in No. 17 above.                                                                

     The holding period for shares  acquired  pursuant to the plan will begin on
the day after the date the shares are acquired for a participant's account. When
a participant  is subject to federal income tax  withholding  on dividends,  and
when foreign  participants'  taxable income under the plan is subject to federal
income tax  withholding,  dividends  will be reinvested net of the amount of tax
withheld under applicable law.                                                  

     Union  National  believes  that  participants  will not realize any taxable
income upon receipt of certificates  for whole shares credited to their account,
either  upon the  withdrawal  of  shares  from the plan or upon  termination  of
participation  in  the  plan.  A  participant  who  sells  or  exchanges  shares
previously received from the plan, or who directs the plan administrator to sell
his or her plan shares, may, however, recognize gain or loss. A participant will
also  likely be required  to  recognize  gain or loss upon the receipt of a cash
payment for a  fractional  share  credited  to the  participant's  account  upon
withdrawal  of shares  from the plan.  The amount of gain or loss in either case
will be the difference between the amount the participant receives for          

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the plan shares or  fractional  share and the  participant's  tax basis in those
shares or fractional share.                                                     

     Participants  who purchase  common stock under the plan with voluntary cash
payments  should not be required to recognize  income in  connection  with those
purchases.  The tax basis of shares purchased under these  circumstances will be
equal to the purchase  price as adjusted for the amount of  commission  expenses
paid on behalf of the  participants.  The holding  period for those  shares will
commence on the day after the shares are acquired.                              

     Dividends  reinvested  under  the  plan by  corporate  shareholders  may be
eligible for the dividends-received deduction.                                  

     The foregoing  summary is based upon an  interpretation  of current federal
income tax laws,  and assumes that dividends paid by Union National will be from
its earnings and profits.  Participants should consult their own tax advisors to
determine particular tax consequences,  including state tax consequences,  which
may result from participation in the plan, and any subsequent disposal of shares
acquired pursuant to the plan.                                                  

Other Information                                                               

24. What happens if Union National declares a stock dividend or a stock split?  

     The common stock in a participant's account will be adjusted to give effect
to the stock  dividend  or stock  split.  In that  event,  the  number of shares
available for issuance under the plan shall  likewise be adjusted.  Participants
will not receive  certificates  for their plan  shares  unless  requested.  This
protects  against loss,  theft or destruction of stock  certificates and reduces
Union National's administrative costs associated with the plan.                 

25.  How will the  shares  credited  to a  participant's  account  be voted at a
meeting of shareholders?                                                        

     Participants  will  receive a proxy  that will  enable  them to vote  whole
shares and fractional interests registered in their name and will enable them to
direct the plan administrator how to vote whole shares and fractional  interests
credited to their plan account.  Shares held by the plan  administrator  for the
account of a participant who does not properly return a proxy will not be voted.
Participants  will vote shares  registered  in their own names  directly,  or by
proxy, as they have in the past.                                                

26. What are the responsibilities and liabilities of Union National and the plan
administrator?                                                                  

     Union National and the plan  administrator  shall not be liable for any act
taken in good faith or for any good faith  omission  to act,  including  without
limitation, any claims of liability:                                            

o    arising out of failure to terminate a participant's account upon his or her
death;                                                                

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o    with respect to the prices at which shares of Union National's common stock
     are  purchased  or sold,  the  times  when or the  manner  in  which  those
     purchases  or sales are made,  the decision  whether to purchase  shares of
     common stock on the open market or from Union National, fluctuations in the
market value of the common stock; and                                 

o    any matters relating to the operation or management of the plan.           

     All  transactions  in connection with the plan will be governed by the laws
of the Commonwealth of Pennsylvania.                                            

27. May the plan be modified or discontinued?                                   

     Yes. The Board of  Directors  of Union  National,  in its  discretion,  may
modify, suspend, or terminate the plan at any time and will endeavor to promptly
notify participants of any suspension,  termination, or modification.  The Board
of Directors of Union National may terminate,  for whatever reason, at any time,
as it may determine,  in its sole discretion,  a participant's  participation in
the plan, after mailing a notice of intention to terminate to the participant at
the address as it appears on the plan administrator's records.                  

28. May participants pledge shares held in their account under the plan?        

     No. Shares  credited to a  participant's  account under the plan may not be
pledged  or  assigned,  nor  may any  rights  or  interests  under  the  plan be
transferred,  pledged or  assigned,  and any  purported  pledge,  assignment  or
transfer shall be void.  Participants  who wish to pledge or assign their shares
held  under  the plan  must  withdraw  those  shares  from the plan  which  will
terminate their participation in the plan.                                      

 USE OF PROCEEDS

     Union  National  does  not know the  number  of  common  shares  that  will
ultimately be purchased  under the plan or the prices at which these shares will
be purchased.  To the extent that shares are purchased from Union National,  and
not in the open market,  Union National  intends to add the proceeds it receives
from the sales to its general funds to be used for general  corporate  purposes,
including,  without limitation,  investments in and advances to Union National's
subsidiaries.                                                                   

 EXPERTS

     The  audited   consolidated   financial   statements   of  Union   National
incorporated in this prospectus and registration statement by reference to Union
National's Annual Report on Form 10-K for the year ended December 31, 1998, were
audited  by  Trout,   Ebersole  &  Groff,  LLP,  independent   certified  public
accountants, whose report contained in the Annual Report on Form                

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10-K  is also  incorporated  by  reference  in this  prospectus.  The  financial
statements are  incorporated  by reference in reliance upon the report of Trout,
Ebersole  & Groff,  LLP and given upon the  authority  of the firm as experts in
auditing and accounting.                                                        

     The common shares of Union National  offered in this prospectus are not the
obligation of, or guaranteed or endorsed by, any bank.  They do not constitute a
bank deposit and are not federally insured or protected by the U.S.  Government,
the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Office
of the Comptroller of the Currency or any other governmental agency.  Investment
in common  shares of Union  National,  as with any  investment  in common stock,
involves investment risks, including the possible loss of principal.            

 LEGAL OPINION

     The legality of the common stock covered in this prospectus has been passed
upon for Union National by Shumaker Williams, P.C., Special Corporate Counsel.  

 INDEMNIFICATION OF OFFICERS AND DIRECTORS

     The  general  corporate  law  of  the  commonwealth  of  Pennsylvania,   as
applicable to Union National,  together with Union National's By-laws,  provides
Union  National's  officers and directors with a broad range of limitation  from
liability and  indemnification  for actions and inactions in connection with the
performance of their duties.  Aside from matters involving  criminal statutes or
tax laws,  directors  are not  personally  liable for  monetary  damages for any
action or inaction  taken  unless the director has breached or failed to perform
his or her duties of office and that breach or failure constitutes self-dealing,
willful misconduct or recklessness.  Union National's officers and directors are
entitled  to be  indemnified  if they are named as a party or  threatened  to be
named as a party to any type of  proceeding  as a result of actions or inactions
taken while in the course of their association with Union National provided that
this action or inaction was in good faith and in a manner reasonably believed to
be in, or not opposed to, the best  interests  of Union  National.  Officers and
directors  of  Union   National   will  be  presumed  to  be  entitled  to  this
indemnification  absent  breaches  of  fiduciary  duty,  lack of good  faith  or
self-dealing  and will be entitled to be  indemnified  unless  their  conduct is
determined by a court to have constituted willful misconduct or recklessness.   

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers or persons  controlling  Union National
pursuant to the foregoing  provisions,  Union National has been informed that in
the opinion of the Securities and Exchange  Commission this  indemnification  is
against  public  policy as  expressed  in the  Securities  Act and is  therefore
unenforceable.                                                                  

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 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.          Other Expenses of Issuance and Distribution                   

          Legal Fees & Expenses                       $ 10,000 *
          Accounting Fees                             $  2,500 *
          Printing Fees & Postage                     $  1,100 *
          Blue Sky Registration Fees                  $  3,050 *
          Miscellaneous                               $  1,000 *
                                                      ------

          Total                                       $ 17,650 *
                                                     =======
* Estimated                                                                     

Item 15.          Indemnification of Directors and Officers.                    

     The  general  corporate  law  of  the  Commonwealth  of  Pennsylvania,   as
applicable  to Union  National,  together  with  Union  National's  By-laws,  as
amended,  provides Union National's officers and directors with a broad range of
limitation  from  liability  and  indemnification  for actions and  inactions in
connection with the performance of their duties.  Generally,  Articles 23 and 24
of  Union  National's  By-laws,  as  amended,  provide  for  indemnification  of
directors and officers.  Aside from matters  involving  criminal statutes or tax
laws,  the By-laws  provide that the  directors  are not  personally  liable for
monetary  damages  for any action or  inaction  taken  unless the  director  has
breached  or failed to perform  his or her  duties of office and that  breach or
failure  constitutes  self-dealing,  willful  misconduct or recklessness.  Union
National's  officers and  directors are entitled to be  indemnified  if they are
named as a party to any type of  proceeding  as a result of actions or inactions
taken while in the course of their association with Union National provided that
this action or inaction was in good faith and in a manner reasonably believed to
be in, or not opposed to, the best  interests  of Union  National.  Officers and
directors  of  Union   National   will  be  presumed  to  be  entitled  to  this
indemnification  absent  breaches  of  fiduciary  duty,  lack of good  faith  or
self-dealing  and will be entitled to be  indemnified  unless  their  conduct is
determined by a court to have constituted willful misconduct or recklessness.   

     The specific  provisions  of  Pennsylvania  corporate  law that provide for
indemnification of directors and officers are set forth herein.  Subchapter D of
Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended (the
BCL), (15 Pa. C.S.A. ss.ss.1741-1750) provides that a business corporation shall
have the power under certain  circumstances  to indemnify  directors,  officers,
employees and agents  against  certain  expenses  incurred by them in connection
with any threatened, pending or completed action, suit or proceeding.           

     Section 1721 of the BCL (relating to the Board of Directors)  declares that
unless otherwise provided by statute or in a by-law adopted by the shareholders,
all powers enumerated in Section 1502 (relating to general powers) and elsewhere
in the  BCL or  otherwise  vested  by law in a  business  corporation  shall  be
exercised  by or under the  authority  of, and the business and affairs of every
business  corporation  shall  be  managed  under  the  direction  of, a board of
directors.  If any  similar  provision  is made in the  by-laws,  the powers and
duties  conferred or imposed upon the board of directors  under the BCL shall be
exercised  or  performed to the extent and by such person or persons as shall be
provided in the by-laws.                                                        

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     Section 1712 of the BCL provides that a director shall stand in a fiduciary
relationship  to the  corporation  and shall  perform  his duties as a director,
including his duties as a member of any committee of the board upon which he may
serve,  in good  faith,  in a manner he  reasonably  believes  to be in the best
interests of the corporation and with such care,  including  reasonable inquiry,
skill and  diligence,  as a person of ordinary  prudence would use under similar
circumstances. In performing his duties, a director shall be entitled to rely in
good faith on information,  opinions, reports or statements, including financial
statements and other  financial  data, in each case prepared or presented by any
of the following:                                                               

         (1) one or more  officers  or  employees  of the  corporation  whom the
director  reasonably  believes  to be  reliable  and  competent  in the  matters
presented;                                                                      

         (2) counsel,  public  accountants  or other persons as to matters which
the  director  reasonably  believes  to be  within  the  professional  or expert
competence of that person; or                                                   

         (3) a  committee  of the  board  upon  which  he does not  serve,  duly
designated  in  accordance  with  law,  as  to  matters  within  its  designated
authority, which committee the director reasonably believes to merit confidence.

A  director  shall  not be  considered  to be acting  in good  faith,  if he has
knowledge  concerning the matter in question that would cause his reliance to be
unwarranted.                                                                    

     Section 1716 also states that in discharging the duties of their respective
positions,  the board of  directors,  committees  of the  board  and  individual
directors may, in considering  the best interests of the  corporation,  consider
the effects of any action upon  employees,  upon  suppliers and customers of the
corporation and upon communities in which offices or other establishments of the
corporation are located,  and all other pertinent factors.  The consideration of
those  factors  shall not  constitute a violation of Section  1712. In addition,
absent breach of fiduciary  duty,  lack of good faith or  self-dealing,  actions
taken as a director or any failure to take any action shall be presumed to be in
the best interests of the corporation.                                          

     Moreover,  Section 1713  addresses the personal  liability of directors and
states that if a by-law  adopted by the  shareholders  so  provides,  a director
shall not be personally liable for monetary damages for any action taken, or any
failure to take any action, unless:                                             

     (1)  the  director  has  breached  or failed to  perform  the duties of his
office under this section; and                              

     (2)  the breach or failure to  perform  constitutes  self-dealing,  willful
misconduct or recklessness.                                 

The provisions discussed above shall not apply to:            

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     (1)  the responsibility or liability of a director pursuant to any criminal
statute; or                                                 

     (2)  the  liability  of a director  for the  payment of taxes  pursuant  to
local, state or federal law.                                

     Finally,  Section  1714  states  that a director  of a  corporation  who is
present at a meeting of its board of directors,  or of a committee of the board,
at which  action on any  corporate  matter is taken  shall be  presumed  to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written  dissent to the action with the secretary
of the  meeting  before the  adjournment  thereof or  transmits  the  dissent in
writing to the secretary of the corporation immediately after the adjournment of
the  meeting.  The right to dissent  shall not apply to a director  who voted in
favor of the  action.  Nothing in this  Section  1721 shall bar a director  from
asserting  that  minutes of the  meeting  incorrectly  omitted  his  dissent if,
promptly upon receipt of a copy of those minutes, he notified the secretary,  in
writing, of the asserted omission or inaccuracy.                                

     Section 1741 of the BCL  (relating to third party  actions)  provides  that
unless otherwise  restricted in its by-laws,  a business  corporation shall have
the power to indemnify any person who was or is a party,  or is threatened to be
made a party to any  threatened,  pending  or  completed  action or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that the person is
or was a representative of the corporation,  or is or was serving at the request
of  the  corporation  as  a  representative   of  another  domestic  or  foreign
corporation for profit or not-for-profit,  partnership,  joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by that person
in  connection  with the action or proceeding if that person acted in good faith
and in a manner he  reasonably  believed  to be in, or not  opposed to, the best
interests of the corporation,  and, with respect to any criminal proceeding, had
no reasonable cause to believe his conduct was unlawful.  The termination of any
action or proceeding by judgment, order, settlement or conviction or upon a plea
of nolo  contendere or its  equivalent  shall not of itself create a presumption
that the  person did not act in good  faith and in a manner  that he  reasonably
believed to be in, or not opposed to, the best interests of the corporation, and
with respect to any criminal  proceeding,  had reasonable  cause to believe that
his conduct was unlawful.                                                       

     Section 1742 of the BCL  (relating to  derivative  actions)  provides  that
unless otherwise  restricted in its by-laws,  a business  corporation shall have
the power to indemnify any person who was or is a party,  or is threatened to be
made a party, to any threatened,  pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
the person is or was a representative  of the corporation,  or is or was serving
at the request of the  corporation as a  representative  of another  domestic or
foreign  corporation for profit or not-for-profit,  partnership,  joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and  reasonably  incurred  by that  person in  connection  with the  defense  or
settlement  of the action if that person  acted in good faith and in a manner he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation.  Indemnification shall not be made under this section in respect of
any claim, issue or matter as to                                                

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     which the person has been adjudged to be liable to the corporation  unless,
and only to the extent that, the court of common pleas of the judicial  district
embracing  the  county in which the  registered  office  of the  corporation  is
located or the court in which the action was brought determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case,  the person is fairly and  reasonably  entitled  to  indemnity  for
expenses which the court of common pleas or any other court shall deem proper.  

     Section 1743 of the BCL  (relating to mandatory  indemnification)  provides
for  mandatory  indemnification  of directors  and officers to the extent that a
representative of the business  corporation has been successful on the merits or
otherwise in defense of any action or  proceeding  referred to in Sections  1741
(relating to third party actions) or 1742 (relating to derivative  actions),  or
in  defense  of any  claim,  issue  or  matter  therein,  that  person  shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by that person in connection therewith.                                

     Section   1744  of  the  BCL   (relating   to   procedure   for   effecting
indemnification)  provides the procedure for  effecting  indemnification.  Under
this section unless ordered by a court, any  indemnification  under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions) shall
be made by the business corporation only as authorized in the specific case upon
a determination  that  indemnification  of the  representative  is proper in the
circumstances because that person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:                       

     (1)  by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding; 

     (2)  if a quorum is not  obtainable,  or, if obtainable and a majority vote
          of a quorum of  disinterested  directors  so directs,  by  independent
legal counsel in a written opinion; or                      

(3)  by the shareholders.                                             

     Section  1745 of the BCL  (relating to advancing  expenses)  provides  that
expenses  (including  attorneys'  fees)  incurred  in  defending  any  action or
proceeding referred to above may be paid by the business  corporation in advance
of the  final  disposition  of the  action  or  proceeding  upon  receipt  of an
undertaking by or on behalf of the representative to repay all amounts, if it is
ultimately  determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.                              

     Section 1746 of the BCL (relating to supplementary  coverage) provides that
the  indemnification and advancement of expenses provided by or granted pursuant
to the other  sections  of the BCL shall  not be deemed  exclusive  of any other
rights to which a person seeking  indemnification or advancement of expenses may
be  entitled  under  any  other  by-law,  agreement,  vote  of  shareholders  or
disinterested  directors  or  otherwise,  both as to  action  in  such  person's
official  capacity  and as to action in  another  capacity  while  holding  that
office.                                                                         

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     Section  1746 of the BCL also  provides  that  indemnification  referred to
above  shall not be made in any case where the act or failure to act giving rise
to the claim for  indemnification  is determined by a court to have  constituted
willful misconduct or recklessness.                                             

     Section  1746  further  declares  that  indemnification  under any  by-law,
agreement,  vote of shareholders  or directors or otherwise,  may be granted for
any action  taken or any  failure to take any action and may be made  whether or
not the corporation would have the power to indemnify the person under any other
provision  of law except as  provided  in this  section  and  whether or not the
indemnified liability arises or arose from any threatened,  pending or completed
action by or in the right of the corporation.  This  indemnification is declared
to be consistent with the public policy of the commonwealth of Pennsylvania.    

     Section  1747 of the BCL  (relating  to the  power to  purchase  insurance)
provides that unless otherwise restricted in its by-laws, a business corporation
shall have power to purchase and maintain  insurance on behalf of any person who
is or was a  representative  of the  corporation  or is or  was  serving  at the
request of the corporation as a  representative  of another  domestic or foreign
corporation for profit or not-for-profit,  partnership,  joint venture, trust or
other enterprise  against any liability asserted against him and incurred by him
in any capacity,  or arising out of his status,  whether or not the  corporation
would  have the  power  to  indemnify  him  against  that  liability  under  the
provisions  of the BCL.  This  insurance is declared to be  consistent  with the
public policy of the commonwealth of Pennsylvania.                              

     Section  1750 of the BCL  (relating  to  duration  and extent of  coverage)
declares that the  indemnification  and advancement of expenses  provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified,  continue as to a person who has ceased to be a representative  of the
corporation   and  shall  inure  to  the  benefit  of  the  heirs  and  personal
representative of that person.                                                  

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a  claim  for  indemnification  against  any
liabilities  (other than the payment by Registrant of expenses  incurred or paid
by a director, officer of controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by a director, officer or
controlling  person in connection  with the  securities  being  registered,  the
Registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether this  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of the issue.                                                                   

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Item 16.          Exhibits                                                      

     The following exhibits are included in this Registration Statement.

Exhibit Number                                                                  

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

     4.2  Amended By-laws of Union National Financial Corporation  (Incorporated
          by reference to Exhibit 3(ii) to Registrant's  Registration  Statement
          No.  333-27837 on Form S-8,  filed with the Commission on May 27, 1997
          and to Exhibit  3(ii) to  Registrant's  Annual Report on Form 10-K for
          the year ended  December 31, 1998 filed with the  Commission  on March
29, 1999.)                                                  

     5    Opinion  of  Shumaker  Williams,  P.C.,  of Camp  Hill,  Pennsylvania,
          Special  Counsel  to  Registrant  as to  legality  of  the  shares  of
Registrant's common stock (previously filed).               

23.1 Consent of Trout, Ebersole & Groff, LLP, Independent Auditors.   

     23.2 Consent of Shumaker  Williams,  P.C.,  Special  Counsel to Registrant,
contained in Opinion Letter as Exhibit 5 (previously filed).

     24   Power  of  Attorney  given  by  the  Officers  and  Directors  of  the
Registrant (Included on Signature Page).                    

     99.1 Union National Financial  Corporation Dividend  Reinvestment and Stock
Purchase Plan.                                              

99.2 Authorization Form.                                              

     99.3 Letter to Participants in the Dividend Reinvestment and Stock Purchase
Plan.                                                       

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Item 17.          Undertakings.                                                 

The undersigned registrant hereby undertakes:                                   

 (1) To file,  during  any  period in which  offers or sales are being  made,  a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to the  information  in the
registration statement.                                                         

 (2) That, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective  amendment shall be deemed to be a new registration
statement relating to the securities offered therein,  and the offering of those
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.                                                                        

 (3) To remove from  registration by means of a post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.                                                                       

 (4) That,  for the purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to Section
13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein,  and the offering of those
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.                                                                        

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SIGNATURES

     Pursuant to the Securities  Act of 1933,  the Registrant  certifies that it
has  reasonable  grounds to believe  that it meets all of the  requirements  for
filing on Form S-3 and has duly caused this  Post-Effective  Amendment  No. 2 to
the  registration  statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized  in  the  Borough  of  Mount  Joy,  Commonwealth  of
Pennsylvania on June 10, 1999.                                                  

                              UNION NATIONAL FINANCIAL CORPORATION

                By: /s/ Mark D. Gainer
                    ------------------
         Mark D. Gainer,
                               President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 2 to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.             

 POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Mark D. Gainer and Clement M. Hoober, and each of
them,  his  true  and  lawful  attorney-in-fact,  as agent  with  full  power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity,  to sign any or all amendments to this registration  statement
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
the  attorney-in-fact and agents full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as fully and to all intents and purposes as they might or could do in
person,  hereby  ratifying and  confirming  all that the  attorneys-in-fact  and
agents, or their substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.                                                               

    Name                     Capacity                   Date

/s/ Donald H. Wolgemuth           Chairman of the Board         June 10, 1999   
-------------------------         of Directors                                  
Donald H. Wolgemuth                                                             

/s/ Mark D. Gainer                President and Chief                           
-------------------------         Executive Officer             June 10, 1999   
Mark D. Gainer                    and Director (Principal                       
      Executive Officer)

/s/ Clement M. Hoober             Chief Financial Officer       June 10, 1999   
-------------------------         (Principal Financial and                      
Clement M. Hoober                 Accounting Officer)                           

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/s/ Franklin R. Eichler           Vice Chairman of the          June 10, 1999   
---------------------------       Board of Directors                            
Franklin R. Eichler                                                             

/s/ William E. Eby                Director                      June 10, 1999   
---------------------------                                                     
William E. Eby                                                                  

/s/ E. Ralph Garber               Director                      June 10, 1999   
---------------------------                                                     
E. Ralph Garber                                                                 

/s/ Daniel C. Gohn                Director                      June 10, 1999   
---------------------------                                                     
Daniel C. Gohn                                                                  

/s/ Carl R. Hallgren              Director                      June 10, 1999   
---------------------------                                                     
Carl R. Hallgren                                                                

/s/ David G. Heisey               Director                      June 10, 1999   
---------------------------                                                     
David G. Heisey                                                                 

/s/ William D. Linkous            Director                      June 10, 1999   
---------------------------                                                     
William D. Linkous                                                              

/s/ Daniel H. Raffensperger       Director                      June 10, 1999   
---------------------------                                                     
Daniel H. Raffensperger                                                         

/s/ Benjamin W. Piersol, Jr.      Director                      June 10, 1999   
---------------------------                                                     
Benjamin W. Piersol, Jr.                                                        

---------------------------       Director                      June __, 1999   
Darwin A. Nissley                                                               

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 INDEX TO EXHIBITS

Exhibit                                                          Sequential Page
Index Number                                                  Number in Manually
                                                                 Signed Original

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

4.2      Amended By-laws of Union National Financial  Corporation               
(Incorporated by reference to Exhibit 3(ii) to  Registrant's  
Registration  Statement No.  333-27837 on Form S-8,  filed    
with the  Commission on May 27, 1997 and to Exhibit 3(ii)     
to Registrant's Annual Report on Form 10-K for the year ended 
December  31, 1998 filed with the  Commission  on March 29,   
1999.)                                                        

5       Opinion of Shumaker Williams, P.C., of Camp Hill, Pennsylvania,       
Special Counsel to  Registrant  as to  legality  of the shares
of  Registrant's common stock (previously filed).             

23.1    Consent of Trout, Ebersole & Groff, LLP, Independent             28   
Auditors.                                                     

23.2    Consent of Shumaker Williams, P.C., Special Counsel                   
to Registrant, contained in Opinion Letter as Exhibit 5       
(previously filed).                                           

24      Power of Attorney given by the Officers and Directors                 
of the Registrant(Included on Signature Page).                

99.1    Union National Financial Corporation Dividend                    30   
Reinvestment and Stock Purchase Plan.                         

99.2    Authorization Form.                                              41   

99.3    Letter to Participants in the Dividend Reinvestment              43   
and Stock Purchase Plan.                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3DPOS’ Filing		Date		First		Last			Other Filings
		7/30/99		2
Filed on / Effective on:		7/20/99		1
		6/10/99		25		26
		6/1/99		2
		5/14/99		4					10-Q
		3/31/99		4					10-Q
		3/29/99		4		27			10-K
		2/25/99		2		5			8-K
		12/31/98		4		27			10-K
		5/27/97		4		27			S-3DPOS,  S-8
		2/1/97		2
		12/6/95		3
		11/9/95		2
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