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 4, 2007

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

Pennsylvania                   0-19214             23-2415179
_____________________        ____________         _____________
(State or other jurisdiction (Commission         (IRS Employer
 of incorporation)            File Number)       Identification
                                                     No.)

570 Lausch Lane, Lancaster, Pennsylvania              17601
_________________________________________           __________
(Address of principal executive offices)            (Zip Code)

                           (717) 653-1441
              ________________________________________
         (Registrant's telephone number, including area code)

  Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

                     CURRENT REPORT ON FORM 8-K

Item 1.01    Entry into a Material Definitive Agreement
_________    __________________________________________

    On September 4, 2007, Union National Financial Corporation
(the "Corporation") and Union National Community Bank entered
into a Change of Control Agreement (the "Agreement") with
Michael D. Peduzzi, the Treasurer and Chief Financial Officer of
the Corporation.  For a brief description of the material terms
and conditions of the Agreement, please refer to Item 5.02 of
this Current Report on Form 8-K which is incorporated herein by
reference, and to the copy of the Agreement filed herewith as
Exhibit 99.1 and incorporated herein by reference.

Item 5.02    Departure of Directors or Certain Officers,
_________    ___________________________________________
             Election of Directors; Appointment of Certain
             _____________________________________________
             Officers; Compensatory Arrangements of Certain
             ______________________________________________
             Officers
             ________

    On September 4, 2007, Union National Financial Corporation
(the "Corporation") and Union National Community Bank (the
"Bank") entered into a Change of Control Agreement (the
"Agreement") with Michael D. Peduzzi (the "Executive"), the
Treasurer and Chief Financial Officer of the Corporation.

    The material terms of the Agreement are summarized as
follows:

1.   The Agreement shall continue until the Executive,
Corporation, or Bank gives notice of termination of employment
with or without cause.  However, if an agreement to effect a
"change in control" of the Corporation or Bank, as defined in
the Agreement is executed, then the Executive's employment shall
only be for cause, as defined in the Agreement.

2.   The Agreement provides that if there is a "change in
control" and:
     a.   Executive's employment is involuntarily terminated;
     b.   Executive is reassigned to a location greater than 50
miles from his office location on the date of a "change of
control";
     c.   Executives annual base salary is reduced; or
     d.   There is any failure to provide similar benefits or
materially reducing Executive's benefits as on the date of the
change of control, then the Executive may provide notice within
90 days of the occurrence of any of the events above to the
Corporation and Bank.  The Corporation and Bank have 30 days to
cure the condition.

<PAGE>

3.   The Agreement provides that upon the failure of the
Corporation and Bank to cure any condition in 2 above, the Bank
shall pay Executive eighteen (18) months of salary and bonus
accrued minus applicable taxes and withholdings.  Executive
shall also receive benefits, or be reimbursed for similar
benefits subject to limitations, for eighteen (18) months or
until Executive receives similar benefits through other
employment.

4.   The Agreement provides for certain non-competition and
confidentiality restrictions on the Executive.

For further information, please refer to the copy of the
agreement filed herewith as Exhibit 99.1 and incorporated herein
by reference.

<PAGE>

ITEM 9.01   Financial Statements and Exhibits

(a)   Financial Statements and Exhibits
      None.

(b)   Pro Forma Financial Information
      None.

(c)   Shell Company Transactions
      None.

(d)   Exhibits.

Exhibit Number                    Description
______________    ______________________________________________
99.1              Change of Control Agreement between Union
                  National Financial Corporation, Union National
                  Community Bank and Michael D. Peduzzi dated
                  September 4, 2007.

<PAGE>
SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Current Report on
Form 8-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
                                    UNION NATIONAL FINANCIAL
                                    CORPORATION
                                    (Registrant)


Dated: September 6, 2007            /s/ Mark D. Gainer
                                    ___________________________
                                    Mark D. Gainer
                                    Chairman, President, and
                                    Chief Executive Officer
<PAGE>

Exhibit Number                  Description
______________    ______________________________________________
99.1              Change of Control Agreement between Union
                  National Financial Corporation, Union National
                  Community Bank and Michael D. Peduzzi dated
                  September 4, 2007.
<PAGE>

                     CHANGE OF CONTROL AGREEMENT
                     ____________________________

     THIS AGREEMENT is made as of the 4th day of September,
2007, between UNION NATIONAL FINANCIAL CORPORATION, a
Pennsylvania business corporation having a place of business at
570 Lausch Lane, Pennsylvania, 17601, UNION NATIONAL COMMUNITY
BANK ("Bank") a national banking association having a place of
business at 570 Lausch Lane, Pennsylvania, 17601 and Michael D.
Peduzzi ("Executive"), an individual residing in Pennsylvania
(collectively the "Parties" and, individually, sometimes a
"Party").

                         W I T N E S S E T H:

    WHEREAS, the Corporation is a registered bank holding
company;

    WHEREAS, the Bank is a subsidiary of the Corporation;

    WHEREAS, the Executive has been employed by the Bank as
Senior Vice President, Chief Financial Officer;

    WHEREAS, this Agreement will become operative only upon a
Change of Control (as defined herein); and

    WHEREAS, the purpose of this Agreement is to define certain
severance benefits that will be paid by the Corporation in the
event of a Change of Control (as defined herein), but is not
intended to affect, nor does it affect, the terms of the
Executive's employment at will, in the absence of a Change of
Control (as defined herein) of the Corporation.

    NOW THEREFORE, in consideration of the Executive's service
to the Corporation and of the mutual covenants, undertakings and
agreements set forth herein and intending to be legally bound
hereby, the Parties agree as follows:


1.  TERM.  The term of the Agreement shall be effective as of
the day and year written above, and shall continue until either
Executive or Corporation or Bank gives the other written notice
of termination of employment, with or without cause; provided,
however, that during the period of time between the execution of
an agreement to effect a Change of Control (as defined herein)
and the actual Date of Change of Control (as defined herein),
termination of the Executive's employment shall only be for
Cause (as defined herein).

<PAGE>

2.  DEFINITION OF CAUSE.  The term "Cause" shall be defined, for
purposes of this Agreement, as the occurrence of one or more of
the following:

     (i)  Executive's willful failure to perform the duties
assigned to him, other than a failure resulting from Executive's
incapacity because of physical or mental illness;

     (ii) Executive's failure to follow the good faith lawful
instructions of the President of the Corporation or his designee
with respect to its operations;

     (iii)     Executive's willful engagement in misconduct
which is materially injurious to the Corporation or the Bank;

(iv) Executive's intentional violation of the provisions of
this Agreement;

     (v)  Executive's willful and deliberate violation of
any banking law or regulation, or any final cease and desist
order issued by a bank regulatory authority;

     (vi) Executive's conviction of or entering into a plea
of nolo contender to a felony, a crime of falsehood or to a
crime involving moral turpitude;

     (vii)     Executive's removal or prohibition from being an
institutional-affiliated party by a final order of an
appropriate federal banking agency pursuant to Section 8(e) or
8(g) of the Federal Deposit Insurance Act or by the Office of
the Comptroller of the Currency pursuant to federal law;

     (viii)    Executive's commission of any act of moral
turpitude or other illicit or illegal conduct which brings
public discredit or results in financial loss to the Corporation
or the Bank;

     (ix) Executive's dishonesty or gross negligence in the
performance of his duties;

     (x)  Executive's breach of fiduciary duty involving
personal gain;

     (xi) unlawful harassment by the Executive against
employees, customers, business associates, contractors, or
vendors of the Corporation or Bank which results or may be
reasonably expected to result in material liability to the
Corporation or Bank;

     (xii)     theft or abuse by Executive of the Corporation's
or Bank's property or the property of Corporation's or Bank's
customers, employees, contractors, vendors, or business
associates;

     (xiii)    Executive's commission of any act of fraud,
misappropriation, or personal dishonesty;

<PAGE>

     (xiv)     insubordination as determined by an affirmative
vote of seventy-five percent (75%) of the Board of Directors of
the Corporation; or

     (xv) the existence of any material conflict between
the interests of the Corporation or Bank and the Executive that
is not disclosed in writing by the Executive to the Corporation
and Bank and approved in writing by the Boards of Directors of
the Corporation and Bank.

3.   DEFINITION OF CHANGE OF CONTROL.   As used in this
Agreement, "Change in Control" shall mean: A change in control
(other than one occurring by reason of an acquisition of the
Corporation or Bank by Executive) wherein the Board of Directors
certifies that one of the following has occurred:

          (a) any "person" or more than one person acting as a
group (as such term is defined in Section 409A of the Internal
Revenue Code of 1986, as amended ("Code") and any Internal
Revenue Guidance and regulations under Section 409A of the
Code), other than Bank and Corporation or any "person" who on
the date hereof is a director or officer of Bank and
Corporation, acquires ownership of stock of the Corporation or
Bank and Corporation, together with stock held by such person
constitutes more than fifty percent (50%) of the total fair
market value or total voting power of the stock of the
Corporation or Bank; or
     (b) any "person" or more than one person acting as a group
(as such term is defined in Section 409A of the Code and any
Internal Revenue Guidance and regulations under Section 409A of
the Code), acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person
or persons) ownership of stock of the Corporation or Bank
possessing thirty-five percent (35%) or more of the total voting
power of the stock of the Corporation or Bank; or
     (c) during any period of one (1) year during this
Agreement, individuals who at the beginning of such period
constitute the Board of Directors of Bank and Corporation cease
for any reason to constitute at least a majority thereof, unless
the election of each director who was not a director at the
beginning of such period has been approved in advance by
directors representing at least two-thirds (2/3) of the
directors then in office who were directors at the beginning of
the period.

4.   DEFINITION OF DATE OF CHANGE OF CONTROL.  For purposes of
this Agreement, the "Date of Change of Control" shall mean:


     (a)  the first date on which any person or more than
one person acting as a group acquire ownership of fifty percent
(50%) or more of the total fair market value or total voting
power of the stock of the Corporation or Bank;

     (b)  the date on which any person or more than one person
acting as a group

<PAGE>

acquires ownership of stock of the Corporation or Bank
possessing thirty-five percent (35%) or more of the total voting
power of the stock of the Corporation or Bank;

     (c)  the date on which individuals who formerly
constituted a majority of the Board of Directors of the Bank or
Corporation under Section 3(c) hereof and the replacement
Director's otherwise approved under Section 3(c), ceased to be a
majority within a one year period.

5.   TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE OF CONTROL.

If a Change in Control (as defined in Section 3 of this
Agreement) shall occur and thereafter, there shall be:

     (i)  any involuntary termination of Executive's employment
(other than for the reasons set forth in Section 2 of this
Agreement);

     (ii)  any reassignment of Executive to a location
greater than fifty (50) miles from the location of Executive's
office on the date of the Change in Control;

     (iii)     any reduction in Executive's Annual Base Salary
in effect on the date of the Change in Control or as the same
may be increased from time to time after the Change in Control;
or

     (iv) any failure to provide Executive with benefits at
least as favorable as those enjoyed by Executive under any of
Corporation's or Bank's retirement or pension, life insurance,
medical, health and accident, disability or other employee plans
in which Executive participated at the time of the Change in
Control, or the taking of any action that would materially
reduce any of such benefits in effect at the time of the Change
in Control;

then, at the option of Executive, exercisable by Executive
within ninety (90) days of the occurrence of any of the
foregoing events, Executive shall provide notice to Bank and
Corporation of the existence of one of the above conditions and
provide Bank and Corporation thirty (30) days in which to cure
such condition.  In the event that Bank and Corporation do not
cure the condition within thirty (30) days of such notice,
Executive may resign from employment by written notice (the
"Notice of Termination") delivered to Bank and Corporation and
the provisions of Section 6 shall thereupon apply.

6.   PAYMENTS UPON TERMINATION.  In the event that Executive
delivers a Notice of Termination to Corporation and Bank (as
defined in Section 5 of this Agreement), Executive shall be
entitled to receive the compensation and benefits set forth
below:
     If, at the time of termination of Executive's employment, a
"Change in Control" (as defined in Section 3 of this Agreement)
has also occurred, Bank shall pay Executive

<PAGE>

an amount equal to and no greater than eighteen (18) months of
his Executive's Agreed Compensation as defined in subsection
Paragraph 7, plus any bonus deferred or awarded but not yet
paid, minus applicable taxes and withholdings, which shall be
payable over an eighteen (18) month period at the same times as
salaries are payable to employees of the Bank.  In addition, for
a period of eighteen (18) months from the date of termination of
employment, or until Executive secures substantially similar
benefits through other employment, whichever shall first occur,
the Bank shall also maintain in full force and effect, for the
continued benefit of the Executive, Executive's health insurance
(excluding dental and vision insurance) benefits to which the
Executive was entitled to participate as of the date of
termination.  If Corporation, Bank, or their successor cannot
provide such benefits under the terms of the plan, Bank,
Corporation, or their successor shall reimburse Executive in an
amount equal to the monthly premium paid by him to obtain
substantially similar employee benefits which he enjoyed prior
to termination, which reimbursement shall continue until the
expiration of eighteen (18) months from the date of termination
of employment or until Executive secures substantially similar
benefits through other employment, whichever shall first occur,
subject to Code Section 409A if applicable.

In the event the payment described herein, when added to all
other amounts or benefits provided to or on behalf of the
Executive in connection with his termination of employment,
would result in the imposition of an excise tax under Code
Section 4999, such payments shall be retroactively (if
necessary) reduced to the extent necessary to avoid such excise
tax imposition.  Upon written notice to Executive, together with
calculations of Corporation's independent auditors, Executive
shall remit to Corporation the amount of the reduction plus such
interest as may be necessary to avoid the imposition of such
excise tax.  Notwithstanding the foregoing or any other
provision of this contract to the contrary, if any portion of
the amount herein payable to the Executive is determined to be
non-deductible pursuant to the regulations promulgated under
Section 280G of the Code, then Corporation shall be required
only to pay to Executive the amount determined to be deductible
under Section 280G.

Notwithstanding any other provision, in the event that Executive
is determined to be a key employee as that term is defined in
Section 409A of the Code, no payment that is determined to be
deferred compensation subject to Section 409A of the Code shall
be made until one day following six months from the date of
separation of service as that term is defined in Section 409A of
the Code.

     7.        DEFINITION OF "EXECUTIVE'S AGREED COMPENSATION".
For purposes of this Agreement, "Executive's Agreed
Compensation" shall be defined as the Executive's fixed, gross,
base annual salary then in effect as determined by the Board
from time to time and shall not include any benefits, bonuses,
incentives or other compensation.

8.   COVENANT NOT TO COMPETE.

(a) Executive hereby acknowledges and recognizes the highly
competitive nature of the business of Corporation and Bank and
accordingly agrees that, during and for the

<PAGE>

applicable period set forth in Section 8(c) hereof, Executive
shall not, except as otherwise permitted in writing by the
Corporation and the Bank:

     (i)  be engaged, directly or indirectly, either for his own
account or as agent, consultant, employee, partner, officer,
director, proprietor, investor (except as an investor owning
less than 5% of the stock of a publicly owned company) or
otherwise of any person, firm, corporation or enterprise engaged
in (1) the banking (including bank holding company) or financial
services industry, or (2) any other activity in which
Corporation or Bank or any of their subsidiaries are engaged
during the Employment Period, and remain so engaged at the end
of the Employment Period, in any county and contiguous county in
which, at the date of termination of the Executive's employment,
a branch location, office, loan production office, or trust or
asset and wealth management office of Corporation, Bank or any
of their subsidiaries is located, whether inside or outside of
the Commonwealth of Pennsylvania, (the "Non-Competition Area");
or

     (ii) provide financial or other assistance to any
person, firm, corporation, or enterprise engaged in (1) the
banking (including bank holding company) or financial services
industry, or (2) any other activity in which Corporation or Bank
or any of their subsidiaries are engaged during the Employment
Period, in the Non-Competition Area;

     (iii)     directly or indirectly solicit persons or
entities who were customers or referral sources of Corporation,
Bank or their subsidiaries within six (6) months of Executive's
termination of employment, to become a customer or referral
source of a person or entity other than Corporation, Bank or
their subsidiaries;  or

     (iv) directly or indirectly solicit employees of
Corporation, Bank or their subsidiaries who were employed within
two (2) years of Executive's termination of employment to work
for anyone other than Corporation, Bank or their subsidiaries.

(b)  The Executive understands and agrees that any breach of the
restrictions of this Paragraph 8 will result in irreparable
injury to the Corporation and the Bank for which it may seek
recovery for damages caused by the Executive, or other parties
participating in such violation, and it may seek further
injunctive relief in order to enforce the provisions hereof.  It
is expressly understood and agreed that, although Executive and
Corporation and Bank consider the restrictions contained in
Section 8(a) hereof reasonable for the purpose of preserving for
Corporation and Bank and their subsidiaries their good will and
other proprietary rights, if a final judicial determination is
made by a court having jurisdiction that the time or territory
or any other restriction contained in Section 8(a) hereof is an
unreasonable or otherwise unenforceable restriction against
Executive, the provisions of Section 8(a) hereof shall not be
rendered void but shall be deemed amended

<PAGE>

to apply as to such maximum time and territory and to such other
extent as such court may judicially determine or indicate to be
reasonable.

(c)  The provisions of this Section 8 shall be applicable
commencing on the date of termination in accordance with the
provisions of Paragraph 5 and ending on the first anniversary
date of the effective date of termination of employment as a
result of a Change of Control as defined in Paragraph 3.

9.   UNAUTHORIZED DISCLOSURE.  During the term of his employment
hereunder, or at any later time, the Executive shall not,
without the written consent of the Boards of Directors of
Corporation and Bank or a person authorized thereby, knowingly
disclose to any person, other than a person to whom disclosure
is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive of
Corporation and Bank, any material confidential information
obtained by him while in the employ of Corporation and Bank with
respect to any of Corporation's and Bank's services, products,
improvements, formulas, designs or styles, processes, customers,
methods of business or any business practices the disclosure of
which could be or will be damaging to Corporation or Bank;
provided, however, that confidential information shall not
include any information known generally to the public (other
than as a result of unauthorized disclosure by the Executive or
any person with the assistance, consent or direction of the
Executive) or any information of a type not otherwise considered
confidential by persons engaged in the same business or a
business similar to that conducted by Corporation and Bank or
any information that must be disclosed as required by law.

10.  RETURN OF COMPANY PROPERTY AND DOCUMENTS.  The Executive
agrees that, at the time of termination of his employment,
regardless of the reason for termination, he will deliver to
Corporation, Bank and their subsidiaries and affiliates, any and
all company property, including, but not limited to, keys,
security codes or passes, mobile telephones, records, data,
notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, software
programs, equipment, other documents or property, or
reproductions of any of the aforementioned items developed or
obtained by the Executive during the course of his employment.


11.  NOTICES.  Except as otherwise provided in this Agreement,
any notice required or permitted to be given under this
Agreement shall be deemed properly given if in writing and if
mailed by registered or certified mail, postage prepaid with
return receipt requested, to Executive's residence, in the case
of notices to Executive, and to the principal executive offices
of Corporation and Bank, in the case of notices to Corporation
and Bank.

12.  WAIVER.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by Executive and an
executive officer specifically designated by the Boards of
Directors of Corporation and Bank.  No waiver by either party
hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or provision of this

<PAGE>

Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.

13.  ASSIGNMENT.  This Agreement shall not be assignable by any
party, except by Corporation and Bank to any successor in
interest to their respective businesses.

14.  ENTIRE AGREEMENT.  This Agreement supersedes any and all
agreements, either oral or in writing, between the parties with
respect to the employment of the Executive by the Bank and/or
Corporation and this Agreement contains all the covenants and
agreements between the parties with respect to employment.

     15.  NO EMPLOYMENT CONTRACT.  This Agreement is not an
employment contract.  Nothing contained herein shall guarantee
or assure Executive of continued employment by Corporation.
Rather, Corporation's obligations to Executive hereunder shall
arise only if Executive continues to be employed by Corporation
and Bank in his present or in a higher capacity and, then, only
in the event the conditions described herein for payment to
Executive have been met.

16.  SUCCESSORS; BINDING AGREEMENT.

     (a)  Corporation and Bank will require any successor
(whether direct or indirect, by purchase, merger, consolidation,
or otherwise) to all or substantially all of the businesses
and/or assets of Corporation and Bank to expressly assume and
agree to perform this Agreement in the same manner and to the
same extent that Corporation and Bank would be required to
perform it if no such succession had taken place.  Failure by
Corporation and Bank to obtain such assumption and agreement
prior to the effectiveness of any such succession shall
constitute a breach of this Agreement and the provisions of
Section 6 of this Agreement shall apply.  As used in this
Agreement, "Corporation" and "Bank" shall mean Corporation and
Bank,  as defined previously and any successor to their
respective businesses and/or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law or
otherwise.

     (b)  This Agreement shall inure to the benefit of and be
enforceable by Executive's personal or legal representatives,
executors, administrators, heirs, distributees, devisees and
legatees.  If Executive should die after a Notice of Termination
is delivered by Executive, or following termination of
Executive's employment without Cause, and any amounts would be
payable to Executive under this Agreement if Executive had
continued to live, all such amounts shall be paid in accordance
with the terms of this Agreement to Executive's devisee,
legatee, or other designee, or, if there is no such designee, to
Executive's estate.

<PAGE>

17.  VALIDITY.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.

18.  APPLICABLE LAW.  This Agreement shall be governed by and
construed in accordance with the domestic, internal laws of the
Commonwealth of Pennsylvania, without regard to its conflicts of
laws principles.  This Agreement shall also be interpreted as is
minimally required to qualify any payment hereunder as not
triggering any penalty on the Executive or the Corporation or
Bank pursuant to Code Section 409A and the regulations
promulgated thereunder.

19.  HEADINGS.  The section headings of this Agreement are for
convenience only and shall not control or affect the meaning or
construction or limit the scope or intent of any of the
provisions of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.


 ATTEST:                           UNION NATIONAL FINANCIAL
                                   CORPORATION


/s/ Donna Stoudt                   By /s/ Mark D. Gainer
____________________               ________________________
Assistant Secretary           Mark D. Gainer
                                   Chairman, President and Chief
                                   Executive Officer

                                   UNION NATIONAL COMMUNITY BANK


/s/ Donna Stoudt                   By /s/ Mark D. Gainer
____________________               _______________________
Secretary                          Mark D. Gainer
                                   Chairman, President and Chief
                                   Executive Officer

WITNESS:                           EXECUTIVE


/s/ Shelby A. Waldron              /s/ Michael D. Peduzzi
_____________________              ________________________
                                   Michael D. Peduzzi


<PAGE>
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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 4, 2007

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

Pennsylvania                   0-19214             23-2415179
_____________________        ____________         _____________
(State or other jurisdiction (Commission         (IRS Employer
 of incorporation)            File Number)       Identification
                                                     No.)

570 Lausch Lane, Lancaster, Pennsylvania              17601
_________________________________________           __________
(Address of principal executive offices)            (Zip Code)

                           (717) 653-1441
              ________________________________________
         (Registrant's telephone number, including area code)

  Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
CURRENT REPORT ON FORM 8-K

Item 1.01    Entry into a Material Definitive Agreement
_________    __________________________________________

    On September 4, 2007, Union National Financial Corporation
(the "Corporation") and Union National Community Bank entered
into a Change of Control Agreement (the "Agreement") with
Michael D. Peduzzi, the Treasurer and Chief Financial Officer of
the Corporation.  For a brief description of the material terms
and conditions of the Agreement, please refer to Item 5.02 of
this Current Report on Form 8-K which is incorporated herein by
reference, and to the copy of the Agreement filed herewith as
Exhibit 99.1 and incorporated herein by reference.

Item 5.02    Departure of Directors or Certain Officers,
_________    ___________________________________________
             Election of Directors; Appointment of Certain
             _____________________________________________
             Officers; Compensatory Arrangements of Certain
             ______________________________________________
             Officers
             ________

    On September 4, 2007, Union National Financial Corporation
(the "Corporation") and Union National Community Bank (the
"Bank") entered into a Change of Control Agreement (the
"Agreement") with Michael D. Peduzzi (the "Executive"), the
Treasurer and Chief Financial Officer of the Corporation.

    The material terms of the Agreement are summarized as
follows:

1.   The Agreement shall continue until the Executive,
Corporation, or Bank gives notice of termination of employment
with or without cause.  However, if an agreement to effect a
"change in control" of the Corporation or Bank, as defined in
the Agreement is executed, then the Executive's employment shall
only be for cause, as defined in the Agreement.

2.   The Agreement provides that if there is a "change in
control" and:
     a.   Executive's employment is involuntarily terminated;
     b.   Executive is reassigned to a location greater than 50
miles from his office location on the date of a "change of
control";
     c.   Executives annual base salary is reduced; or
     d.   There is any failure to provide similar benefits or
materially reducing Executive's benefits as on the date of the
change of control, then the Executive may provide notice within
90 days of the occurrence of any of the events above to the
Corporation and Bank.  The Corporation and Bank have 30 days to
cure the condition.
3.   The Agreement provides that upon the failure of the
Corporation and Bank to cure any condition in 2 above, the Bank
shall pay Executive eighteen (18) months of salary and bonus
accrued minus applicable taxes and withholdings.  Executive
shall also receive benefits, or be reimbursed for similar
benefits subject to limitations, for eighteen (18) months or
until Executive receives similar benefits through other
employment.

4.   The Agreement provides for certain non-competition and
confidentiality restrictions on the Executive.

For further information, please refer to the copy of the
agreement filed herewith as Exhibit 99.1 and incorporated herein
by reference.
ITEM 9.01   Financial Statements and Exhibits

(a)   Financial Statements and Exhibits
      None.

(b)   Pro Forma Financial Information
      None.

(c)   Shell Company Transactions
      None.

(d)   Exhibits.

Exhibit Number                    Description
______________    ______________________________________________
99.1              Change of Control Agreement between Union
                  National Financial Corporation, Union National
                  Community Bank and Michael D. Peduzzi dated
                  September 4, 2007.
SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Current Report on
Form 8-K to be signed on its behalf by the undersigned,
thereunto duly authorized.
                                    UNION NATIONAL FINANCIAL
                                    CORPORATION
                                    (Registrant)

Dated: September 6, 2007            /s/ Mark D. Gainer
                                    ___________________________
                                    Mark D. Gainer
                                    Chairman, President, and
                                    Chief Executive Officer
Exhibit Number                  Description
______________    ______________________________________________
99.1              Change of Control Agreement between Union
                  National Financial Corporation, Union National
                  Community Bank and Michael D. Peduzzi dated
                  September 4, 2007.
CHANGE OF CONTROL AGREEMENT
                     ____________________________

     THIS AGREEMENT is made as of the 4th day of September,
2007, between UNION NATIONAL FINANCIAL CORPORATION, a
Pennsylvania business corporation having a place of business at
570 Lausch Lane, Pennsylvania, 17601, UNION NATIONAL COMMUNITY
BANK ("Bank") a national banking association having a place of
business at 570 Lausch Lane, Pennsylvania, 17601 and Michael D.
Peduzzi ("Executive"), an individual residing in Pennsylvania
(collectively the "Parties" and, individually, sometimes a
"Party").

                         W I T N E S S E T H:

    WHEREAS, the Corporation is a registered bank holding
company;

    WHEREAS, the Bank is a subsidiary of the Corporation;

    WHEREAS, the Executive has been employed by the Bank as
Senior Vice President, Chief Financial Officer;

    WHEREAS, this Agreement will become operative only upon a
Change of Control (as defined herein); and

    WHEREAS, the purpose of this Agreement is to define certain
severance benefits that will be paid by the Corporation in the
event of a Change of Control (as defined herein), but is not
intended to affect, nor does it affect, the terms of the
Executive's employment at will, in the absence of a Change of
Control (as defined herein) of the Corporation.

    NOW THEREFORE, in consideration of the Executive's service
to the Corporation and of the mutual covenants, undertakings and
agreements set forth herein and intending to be legally bound
hereby, the Parties agree as follows:

1.  TERM.  The term of the Agreement shall be effective as of
the day and year written above, and shall continue until either
Executive or Corporation or Bank gives the other written notice
of termination of employment, with or without cause; provided,
however, that during the period of time between the execution of
an agreement to effect a Change of Control (as defined herein)
and the actual Date of Change of Control (as defined herein),
termination of the Executive's employment shall only be for
Cause (as defined herein).
2.  DEFINITION OF CAUSE.  The term "Cause" shall be defined, for
purposes of this Agreement, as the occurrence of one or more of
the following:

     (i)  Executive's willful failure to perform the duties
assigned to him, other than a failure resulting from Executive's
incapacity because of physical or mental illness;

     (ii) Executive's failure to follow the good faith lawful
instructions of the President of the Corporation or his designee
with respect to its operations;

     (iii)     Executive's willful engagement in misconduct
which is materially injurious to the Corporation or the Bank;

(iv) Executive's intentional violation of the provisions of
this Agreement;

     (v)  Executive's willful and deliberate violation of
any banking law or regulation, or any final cease and desist
order issued by a bank regulatory authority;

     (vi) Executive's conviction of or entering into a plea
of nolo contender to a felony, a crime of falsehood or to a
crime involving moral turpitude;

     (vii)     Executive's removal or prohibition from being an
institutional-affiliated party by a final order of an
appropriate federal banking agency pursuant to Section 8(e) or
8(g) of the Federal Deposit Insurance Act or by the Office of
the Comptroller of the Currency pursuant to federal law;

     (viii)    Executive's commission of any act of moral
turpitude or other illicit or illegal conduct which brings
public discredit or results in financial loss to the Corporation
or the Bank;

     (ix) Executive's dishonesty or gross negligence in the
performance of his duties;

     (x)  Executive's breach of fiduciary duty involving
personal gain;

     (xi) unlawful harassment by the Executive against
employees, customers, business associates, contractors, or
vendors of the Corporation or Bank which results or may be
reasonably expected to result in material liability to the
Corporation or Bank;

     (xii)     theft or abuse by Executive of the Corporation's
or Bank's property or the property of Corporation's or Bank's
customers, employees, contractors, vendors, or business
associates;

     (xiii)    Executive's commission of any act of fraud,
misappropriation, or personal dishonesty;
(xiv)     insubordination as determined by an affirmative
vote of seventy-five percent (75%) of the Board of Directors of
the Corporation; or

     (xv) the existence of any material conflict between
the interests of the Corporation or Bank and the Executive that
is not disclosed in writing by the Executive to the Corporation
and Bank and approved in writing by the Boards of Directors of
the Corporation and Bank.

3.   DEFINITION OF CHANGE OF CONTROL.   As used in this
Agreement, "Change in Control" shall mean: A change in control
(other than one occurring by reason of an acquisition of the
Corporation or Bank by Executive) wherein the Board of Directors
certifies that one of the following has occurred:

          (a) any "person" or more than one person acting as a
group (as such term is defined in Section 409A of the Internal
Revenue Code of 1986, as amended ("Code") and any Internal
Revenue Guidance and regulations under Section 409A of the
Code), other than Bank and Corporation or any "person" who on
the date hereof is a director or officer of Bank and
Corporation, acquires ownership of stock of the Corporation or
Bank and Corporation, together with stock held by such person
constitutes more than fifty percent (50%) of the total fair
market value or total voting power of the stock of the
Corporation or Bank; or
     (b) any "person" or more than one person acting as a group
(as such term is defined in Section 409A of the Code and any
Internal Revenue Guidance and regulations under Section 409A of
the Code), acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person
or persons) ownership of stock of the Corporation or Bank
possessing thirty-five percent (35%) or more of the total voting
power of the stock of the Corporation or Bank; or
     (c) during any period of one (1) year during this
Agreement, individuals who at the beginning of such period
constitute the Board of Directors of Bank and Corporation cease
for any reason to constitute at least a majority thereof, unless
the election of each director who was not a director at the
beginning of such period has been approved in advance by
directors representing at least two-thirds (2/3) of the
directors then in office who were directors at the beginning of
the period.

4.   DEFINITION OF DATE OF CHANGE OF CONTROL.  For purposes of
this Agreement, the "Date of Change of Control" shall mean:

     (a)  the first date on which any person or more than
one person acting as a group acquire ownership of fifty percent
(50%) or more of the total fair market value or total voting
power of the stock of the Corporation or Bank;

     (b)  the date on which any person or more than one person
acting as a group
acquires ownership of stock of the Corporation or Bank
possessing thirty-five percent (35%) or more of the total voting
power of the stock of the Corporation or Bank;

     (c)  the date on which individuals who formerly
constituted a majority of the Board of Directors of the Bank or
Corporation under Section 3(c) hereof and the replacement
Director's otherwise approved under Section 3(c), ceased to be a
majority within a one year period.

5.   TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE OF CONTROL.

If a Change in Control (as defined in Section 3 of this
Agreement) shall occur and thereafter, there shall be:

     (i)  any involuntary termination of Executive's employment
(other than for the reasons set forth in Section 2 of this
Agreement);

     (ii)  any reassignment of Executive to a location
greater than fifty (50) miles from the location of Executive's
office on the date of the Change in Control;

     (iii)     any reduction in Executive's Annual Base Salary
in effect on the date of the Change in Control or as the same
may be increased from time to time after the Change in Control;
or

     (iv) any failure to provide Executive with benefits at
least as favorable as those enjoyed by Executive under any of
Corporation's or Bank's retirement or pension, life insurance,
medical, health and accident, disability or other employee plans
in which Executive participated at the time of the Change in
Control, or the taking of any action that would materially
reduce any of such benefits in effect at the time of the Change
in Control;

then, at the option of Executive, exercisable by Executive
within ninety (90) days of the occurrence of any of the
foregoing events, Executive shall provide notice to Bank and
Corporation of the existence of one of the above conditions and
provide Bank and Corporation thirty (30) days in which to cure
such condition.  In the event that Bank and Corporation do not
cure the condition within thirty (30) days of such notice,
Executive may resign from employment by written notice (the
"Notice of Termination") delivered to Bank and Corporation and
the provisions of Section 6 shall thereupon apply.

6.   PAYMENTS UPON TERMINATION.  In the event that Executive
delivers a Notice of Termination to Corporation and Bank (as
defined in Section 5 of this Agreement), Executive shall be
entitled to receive the compensation and benefits set forth
below:
     If, at the time of termination of Executive's employment, a
"Change in Control" (as defined in Section 3 of this Agreement)
has also occurred, Bank shall pay Executive
an amount equal to and no greater than eighteen (18) months of
his Executive's Agreed Compensation as defined in subsection
Paragraph 7, plus any bonus deferred or awarded but not yet
paid, minus applicable taxes and withholdings, which shall be
payable over an eighteen (18) month period at the same times as
salaries are payable to employees of the Bank.  In addition, for
a period of eighteen (18) months from the date of termination of
employment, or until Executive secures substantially similar
benefits through other employment, whichever shall first occur,
the Bank shall also maintain in full force and effect, for the
continued benefit of the Executive, Executive's health insurance
(excluding dental and vision insurance) benefits to which the
Executive was entitled to participate as of the date of
termination.  If Corporation, Bank, or their successor cannot
provide such benefits under the terms of the plan, Bank,
Corporation, or their successor shall reimburse Executive in an
amount equal to the monthly premium paid by him to obtain
substantially similar employee benefits which he enjoyed prior
to termination, which reimbursement shall continue until the
expiration of eighteen (18) months from the date of termination
of employment or until Executive secures substantially similar
benefits through other employment, whichever shall first occur,
subject to Code Section 409A if applicable.

In the event the payment described herein, when added to all
other amounts or benefits provided to or on behalf of the
Executive in connection with his termination of employment,
would result in the imposition of an excise tax under Code
Section 4999, such payments shall be retroactively (if
necessary) reduced to the extent necessary to avoid such excise
tax imposition.  Upon written notice to Executive, together with
calculations of Corporation's independent auditors, Executive
shall remit to Corporation the amount of the reduction plus such
interest as may be necessary to avoid the imposition of such
excise tax.  Notwithstanding the foregoing or any other
provision of this contract to the contrary, if any portion of
the amount herein payable to the Executive is determined to be
non-deductible pursuant to the regulations promulgated under
Section 280G of the Code, then Corporation shall be required
only to pay to Executive the amount determined to be deductible
under Section 280G.

Notwithstanding any other provision, in the event that Executive
is determined to be a key employee as that term is defined in
Section 409A of the Code, no payment that is determined to be
deferred compensation subject to Section 409A of the Code shall
be made until one day following six months from the date of
separation of service as that term is defined in Section 409A of
the Code.

     7.        DEFINITION OF "EXECUTIVE'S AGREED COMPENSATION".
For purposes of this Agreement, "Executive's Agreed
Compensation" shall be defined as the Executive's fixed, gross,
base annual salary then in effect as determined by the Board
from time to time and shall not include any benefits, bonuses,
incentives or other compensation.

8.   COVENANT NOT TO COMPETE.

(a) Executive hereby acknowledges and recognizes the highly
competitive nature of the business of Corporation and Bank and
accordingly agrees that, during and for the
applicable period set forth in Section 8(c) hereof, Executive
shall not, except as otherwise permitted in writing by the
Corporation and the Bank:

     (i)  be engaged, directly or indirectly, either for his own
account or as agent, consultant, employee, partner, officer,
director, proprietor, investor (except as an investor owning
less than 5% of the stock of a publicly owned company) or
otherwise of any person, firm, corporation or enterprise engaged
in (1) the banking (including bank holding company) or financial
services industry, or (2) any other activity in which
Corporation or Bank or any of their subsidiaries are engaged
during the Employment Period, and remain so engaged at the end
of the Employment Period, in any county and contiguous county in
which, at the date of termination of the Executive's employment,
a branch location, office, loan production office, or trust or
asset and wealth management office of Corporation, Bank or any
of their subsidiaries is located, whether inside or outside of
the Commonwealth of Pennsylvania, (the "Non-Competition Area");
or

     (ii) provide financial or other assistance to any
person, firm, corporation, or enterprise engaged in (1) the
banking (including bank holding company) or financial services
industry, or (2) any other activity in which Corporation or Bank
or any of their subsidiaries are engaged during the Employment
Period, in the Non-Competition Area;

     (iii)     directly or indirectly solicit persons or
entities who were customers or referral sources of Corporation,
Bank or their subsidiaries within six (6) months of Executive's
termination of employment, to become a customer or referral
source of a person or entity other than Corporation, Bank or
their subsidiaries;  or

     (iv) directly or indirectly solicit employees of
Corporation, Bank or their subsidiaries who were employed within
two (2) years of Executive's termination of employment to work
for anyone other than Corporation, Bank or their subsidiaries.

(b)  The Executive understands and agrees that any breach of the
restrictions of this Paragraph 8 will result in irreparable
injury to the Corporation and the Bank for which it may seek
recovery for damages caused by the Executive, or other parties
participating in such violation, and it may seek further
injunctive relief in order to enforce the provisions hereof.  It
is expressly understood and agreed that, although Executive and
Corporation and Bank consider the restrictions contained in
Section 8(a) hereof reasonable for the purpose of preserving for
Corporation and Bank and their subsidiaries their good will and
other proprietary rights, if a final judicial determination is
made by a court having jurisdiction that the time or territory
or any other restriction contained in Section 8(a) hereof is an
unreasonable or otherwise unenforceable restriction against
Executive, the provisions of Section 8(a) hereof shall not be
rendered void but shall be deemed amended
to apply as to such maximum time and territory and to such other
extent as such court may judicially determine or indicate to be
reasonable.

(c)  The provisions of this Section 8 shall be applicable
commencing on the date of termination in accordance with the
provisions of Paragraph 5 and ending on the first anniversary
date of the effective date of termination of employment as a
result of a Change of Control as defined in Paragraph 3.

9.   UNAUTHORIZED DISCLOSURE.  During the term of his employment
hereunder, or at any later time, the Executive shall not,
without the written consent of the Boards of Directors of
Corporation and Bank or a person authorized thereby, knowingly
disclose to any person, other than a person to whom disclosure
is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive of
Corporation and Bank, any material confidential information
obtained by him while in the employ of Corporation and Bank with
respect to any of Corporation's and Bank's services, products,
improvements, formulas, designs or styles, processes, customers,
methods of business or any business practices the disclosure of
which could be or will be damaging to Corporation or Bank;
provided, however, that confidential information shall not
include any information known generally to the public (other
than as a result of unauthorized disclosure by the Executive or
any person with the assistance, consent or direction of the
Executive) or any information of a type not otherwise considered
confidential by persons engaged in the same business or a
business similar to that conducted by Corporation and Bank or
any information that must be disclosed as required by law.

10.  RETURN OF COMPANY PROPERTY AND DOCUMENTS.  The Executive
agrees that, at the time of termination of his employment,
regardless of the reason for termination, he will deliver to
Corporation, Bank and their subsidiaries and affiliates, any and
all company property, including, but not limited to, keys,
security codes or passes, mobile telephones, records, data,
notes, reports, proposals, lists, correspondence,
specifications, drawings, blueprints, sketches, software
programs, equipment, other documents or property, or
reproductions of any of the aforementioned items developed or
obtained by the Executive during the course of his employment.

11.  NOTICES.  Except as otherwise provided in this Agreement,
any notice required or permitted to be given under this
Agreement shall be deemed properly given if in writing and if
mailed by registered or certified mail, postage prepaid with
return receipt requested, to Executive's residence, in the case
of notices to Executive, and to the principal executive offices
of Corporation and Bank, in the case of notices to Corporation
and Bank.

12.  WAIVER.  No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by Executive and an
executive officer specifically designated by the Boards of
Directors of Corporation and Bank.  No waiver by either party
hereto at any time of any breach by the other party hereto of,
or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.

13.  ASSIGNMENT.  This Agreement shall not be assignable by any
party, except by Corporation and Bank to any successor in
interest to their respective businesses.

14.  ENTIRE AGREEMENT.  This Agreement supersedes any and all
agreements, either oral or in writing, between the parties with
respect to the employment of the Executive by the Bank and/or
Corporation and this Agreement contains all the covenants and
agreements between the parties with respect to employment.

     15.  NO EMPLOYMENT CONTRACT.  This Agreement is not an
employment contract.  Nothing contained herein shall guarantee
or assure Executive of continued employment by Corporation.
Rather, Corporation's obligations to Executive hereunder shall
arise only if Executive continues to be employed by Corporation
and Bank in his present or in a higher capacity and, then, only
in the event the conditions described herein for payment to
Executive have been met.

16.  SUCCESSORS; BINDING AGREEMENT.

     (a)  Corporation and Bank will require any successor
(whether direct or indirect, by purchase, merger, consolidation,
or otherwise) to all or substantially all of the businesses
and/or assets of Corporation and Bank to expressly assume and
agree to perform this Agreement in the same manner and to the
same extent that Corporation and Bank would be required to
perform it if no such succession had taken place.  Failure by
Corporation and Bank to obtain such assumption and agreement
prior to the effectiveness of any such succession shall
constitute a breach of this Agreement and the provisions of
Section 6 of this Agreement shall apply.  As used in this
Agreement, "Corporation" and "Bank" shall mean Corporation and
Bank,  as defined previously and any successor to their
respective businesses and/or assets as aforesaid which assumes
and agrees to perform this Agreement by operation of law or
otherwise.

     (b)  This Agreement shall inure to the benefit of and be
enforceable by Executive's personal or legal representatives,
executors, administrators, heirs, distributees, devisees and
legatees.  If Executive should die after a Notice of Termination
is delivered by Executive, or following termination of
Executive's employment without Cause, and any amounts would be
payable to Executive under this Agreement if Executive had
continued to live, all such amounts shall be paid in accordance
with the terms of this Agreement to Executive's devisee,
legatee, or other designee, or, if there is no such designee, to
Executive's estate.
17.  VALIDITY.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which
shall remain in full force and effect.

18.  APPLICABLE LAW.  This Agreement shall be governed by and
construed in accordance with the domestic, internal laws of the
Commonwealth of Pennsylvania, without regard to its conflicts of
laws principles.  This Agreement shall also be interpreted as is
minimally required to qualify any payment hereunder as not
triggering any penalty on the Executive or the Corporation or
Bank pursuant to Code Section 409A and the regulations
promulgated thereunder.

19.  HEADINGS.  The section headings of this Agreement are for
convenience only and shall not control or affect the meaning or
construction or limit the scope or intent of any of the
provisions of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.

 ATTEST:                           UNION NATIONAL FINANCIAL
                                   CORPORATION

/s/ Donna Stoudt                   By /s/ Mark D. Gainer
____________________               ________________________
Assistant Secretary           Mark D. Gainer
                                   Chairman, President and Chief
                                   Executive Officer

                                   UNION NATIONAL COMMUNITY BANK

/s/ Donna Stoudt                   By /s/ Mark D. Gainer
____________________               _______________________
Secretary                          Mark D. Gainer
                                   Chairman, President and Chief
                                   Executive Officer

WITNESS:                           EXECUTIVE

/s/ Shelby A. Waldron              /s/ Michael D. Peduzzi
_____________________              ________________________
                                   Michael D. Peduzzi