As filed with the Securities and Exchange Commission on
July 24, 2003                Registration No. 333-_____________
=================================================================
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                     _________________________
                             FORM S-8
                          AMENDMENT NO. 1

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
               UNION NATIONAL FINANCIAL CORPORATION
     (Exact Name of Registrant As Specified In Its Charter)

                           Pennsylvania
 (State or other jurisdiction of incorporation or organization)

                            23-2415179
              (I.R.S. Employer Identification No.)

             c/o Union National Financial Corporation
                      101 East Main Street
                          P.O. Box 567
                 Mount Joy, Pennsylvania  17552
            (Address of principal executive offices)
                      _______________________
 UNION NATIONAL FINANCIAL CORPORATION 1997 STOCK INCENTIVE PLAN
                     (Full title of the plan)
                      _______________________
      Mark D. Gainer, President and Chief Executive Officer
              UNION NATIONAL FINANCIAL CORPORATION
                      101 East Main Street
                          P.O. Box 567
                 Mount Joy, Pennsylvania  17552
                           (717) 653-1441
   (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

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

                  CALCULATION OF REGISTRATION FEE

Title of Each Class          Amount             Proposed Maximum
 of Securities to            to be               Offering Price
  be Registered           Registered(1)            Per Share(2)

  Common Stock,
  $.25 Par Value            100,000                   $20.05
_________________________________________________________________
(1)As required by General Instruction E to Form S-8 and based on
the maximum number of additional shares of Union National
Financial Corporation Common Stock, par value $.25 per share,
authorized for issuance under the plan set forth above, as
approved by the Board of Directors and the shareholders.   There
are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the anti-
dilution provisions of the plan.
(2)Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee based
upon the average of the closing bid and asked prices of the
Common Stock on July 14, 2003, with respect to the shares of
Common Stock issuable under the plan.

<PAGE>

                      TO PARTICIPANTS IN THE
              UNION NATIONAL FINANCIAL CORPORATION
                    1997 STOCK INCENTIVE PLAN

     Union National Financial Corporation files this Registration
Statement on Form S-8 to register shares of Common Stock, $.25
par value, that the company may, from time to time, issue
pursuant to the Union National Financial Corporation 1997 Stock
Incentive Plan, as amended and restated, effective February 26,
2002, to increase the number of shares issuable under the plan by
100,000 shares.  Pursuant to General Instruction E to Form S-8,
we incorporate the contents of the Union National Financial
Corporation Registration Statement No. 333-27837 on Form S-8 into
this Registration Statement.

     The company will provide, without charge, to each
participant in the Plan who so requests, a copy of any or all of
the documents included in the Registration Statement, as well as,
all documentation relating to the plan required to be delivered
to participants pursuant to the rules adopted under the
Securities Act of 1933, as amended.  Requests for copies should
be addressed orally or in writing to:


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


July 25, 2003

<PAGE>

                            SIGNATURES

     Pursuant to the requirements of 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-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the Town of Mount Joy, Commonwealth of Pennsylvania, on
July 10, 2003.



                        UNION NATIONAL FINANCIAL CORPORATION

                          /s/ Mark D. Gainer

                       By: ___________________________
                           Mark D. Gainer, President and
                           Chief Executive Officer

<PAGE>

KNOWN 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 said 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
said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
person in the capacities and on the dates indicated.


                              Capacity                   Date
                              ________                   ____

/s/ Mark D. Gainer         President, Chief         July 10, 2003
________________________   Executive Officer; and Director
Mark D. Gainer

/s/ Clement M. Hoober      Chief Financial Officer/ July 10, 2003
________________________   Treasurer
Clement M. Hoober

/s/ Carl R. Hallgren
________________________   Director                 July 10, 2003
Carl R. Hallgren

/s/ David G. Heisey
________________________   Director                 July 10, 2003
David G. Heisey

/s/ Daniel H. Raffensperger
________________________   Director                 July 10, 2003
Daniel H. Raffensperger

/s/ Lloyd C. Pickell
________________________   Director                 July 10, 2003
Lloyd C. Pickell

/s/ William E. Eby
________________________   Director                 July 10, 2003
William E. Eby

/s/ Benjamin W. Piersol, Jr.
________________________   Director                 July 10, 2003
Benjamin W. Piersol, Jr.

/s/ Donald H. Wolgemuth
________________________   Director                 July 10, 2003
Donald H. Wolgemuth

/s/ Darwin A. Nissley
________________________   Director                 July 10, 2003
Darwin A. Nissley

<PAGE>

                         Exhibit Index

                                                     Page Number
                                                    In Sequential
                                                      Numbering
Exhibit No.                                             System
__________                                          _____________

    4         Union National Financial Corporation        1
              1997 Stock Incentive Plan, as amended
              and restated.

    5         Opinion of Shumaker Williams, P.C.          13

    23.1      Consent of Beard Miller Company, LLP.       16

    23.2      Consent of Shumaker Williams, P.C.
              (Contained at Exhibit 5 of this Registration
              Statement).                                 13

<PAGE>

                            EXHIBIT 4
             UNION NATIONAL FINANCIAL CORPORATION
                   1997 STOCK INCENTIVE PLAN

<PAGE>


                             EXHIBIT 4
             UNION NATIONAL FINANCIAL CORPORATION
             ____________________________________
         1997 STOCK INCENTIVE PLAN (AMENDED AND RESTATED)
         ________________________________________________

1.     Purpose.  The purpose of this Stock Incentive Plan (the
       ________
"Plan") is to advance the development, growth and
financial condition of Union National Financial
Corporation (the "Corporation") and each subsidiary
thereof as defined in Section 424 of the Internal
Revenue Code of 1986, as amended (the "Code"), by
providing incentives through participation in the
appreciation of capital stock of the Corporation so as to
secure, retain and motivate personnel who may be
responsible for the operation and management of the
affairs of the Corporation and any such subsidiary now or
hereafter existing ("Subsidiary").

2.     Term.  The Plan shall become effective as of the date it
       _____
is adopted by the Corporation's Board of Directors (the
"Board"), so long as the Corporation's stockholders duly
approve the Plan within twelve (12) months either before
or after the date of the Board's adoption of the
Plan.  Any and all options and rights awarded under the
Plan ("Awards") before it is so approved by the
Corporation's stockholders shall be conditional upon and
may not be exercised before timely obtainment of such
approval, and shall lapse upon the failure thereof.  If
the Plan is so approved, it shall continue in effect until
all Awards either have lapsed or been exercised, satisfied
or cancelled according to their terms under the Plan.

3.     Stock.  The shares of stock that may be issued under the
       ______
Plan shall not exceed in the aggregate 120,000 shares of
the Corporation's common stock, par value $0.25 per share
(the "Stock") as authorized in 1997, as adjusted pursuant
to paragraph 18 hereof, and an additional 100,000 shares
authorized in 2003, as may be adjusted pursuant to
paragraph 18 hereof.  Such shares of Stock may be either
authorized and unissued shares of Stock, or authorized
shares of Stock issued by the Corporation and subsequently
reacquired by it as treasury stock.  Under no
circumstances shall any fractional shares of Stock be
issued or sold under the Plan or any Award.  Except as may
be otherwise provided in the Plan, any Stock subject to an
Award that for any reason lapses or terminates prior to
its exercise as to such Stock shall become and again be
available under the Plan.  The Corporation shall
reserve and keep available, and shall duly apply for any
requisite governmental authority to issue or sell the
number of shares of Stock needed to satisfy the
requirements of the Plan while in effect.  The
Corporation's failure to obtain any such governmental
authority deemed necessary by the Corporation's legal
counsel for the lawful issuance and sale of Stock under
the Plan shall relieve the Corporation of any duty, or
liability for the failure to issue or sell such Stock as
to which such authority has not been obtained.

4.     Administration.  The Plan shall be administered by a
       _______________
committee (the "Committee") consisting exclusively of two
(2) or more non-employee directors from the Board serving
for such terms as determined, selected and appointed by
the Board.  The Board shall fill all vacancies
occurring in the Committee's membership, and at any time
and for any reason may add additional members to the
Committee or may remove members from the Committee and
appoint their successors.  Except as otherwise permitted
under Section 16(b) of the Securities Exchange Act of
1934, as amended, and applicable rules and

<PAGE>

regulations thereto, a member of the Committee must be a
director of the Corporation and during the year prior to
commencing service on the Committee, and while a member of
the Committee, was not granted or awarded any Awards,
allocations or other options or rights of or with
respect to Stock or any other equity securities of the
Corporation or its affiliates pursuant to the Plan or any
other plan of the Corporation or its affiliates which
provides for grants or awards. A majority of the
Committee's membership shall constitute a quorum for the
transaction of all business of the Committee, and all
decisions and actions taken by the Committee shall be
determined by a majority of the members of the Committee
attending a meeting at which a quorum of the Committee is
present.

The Committee shall be responsible for the management and
operation of the Plan and, subject to its provisions,
shall have full, absolute and final power and authority,
exercisable in its sole discretion: to interpret and
construe the provisions of the Plan, adopt, revise and
rescind rules and regulations relating to the Plan and its
administration, and decide all questions of fact arising
in the application thereof; to determine what, to whom,
when and under what facts and circumstances Awards shall
be made, and the form, number, terms, conditions and
duration thereof, including but not limited to when
exercisable, the number of shares of Stock subject
thereto, and Stock option purchase prices; to adopt,
revise and rescind procedural rules for the transaction of
the Committee's business, subject to any directives of the
Board not inconsistent with the provisions or intent of
the Plan or applicable provisions of law; and to make all
other determinations and decisions, take all actions and
do all things necessary or appropriate in and for the
administration of the Plan. The Committee's
determinations, decisions and actions under the Plan,
including but not limited to those described above, need
not be uniform or consistent, but may be different
and selectively made and applied, even in similar
circumstances and among similarly situated persons.
Unless contrary to the provisions of the Plan, all
decisions, determinations and actions made or taken by the
Committee shall be final and binding upon the
Corporation and all interested persons, and their heirs,
personal and legal representatives, successors, assigns
and beneficiaries.  No member of the Committee or of the
Board shall be liable for any decision, determination or
action made or taken in good faith by such person under or
with respect to the Plan or its administration.

5.     Awards.  Awards may be made under the Plan in the form of:
       _______
(a) "Qualified Options" to purchase Stock that are
intended to qualify for certain tax treatment as incentive
stock options under Sections 421 and 422 of the Code, (b)
"Non-Qualified Options" to purchase Stock that are not
intended to qualify under Sections 421-424 of the Code,
(c) Stock appreciation rights ("SARs"), or (d) "Restricted
Stock".  More than one Award may be granted to an eligible
person, and the grant of any Award shall not prohibit the
grant of any other Award, either to the same person or
otherwise, or impose any obligation upon the person to
whom granted to exercise the Award.  All Awards and the
terms and conditions thereof shall be set forth in written
agreements, in such form and content as approved by the
Committee from time to time, and shall be subject to the
provisions of the Plan whether or not contained in such
agreements.  Multiple Awards for a particular person may
be set forth in a single written agreement or in multiple
agreements, as determined by the Committee, but in all
cases each agreement for one or more Awards shall identify
each of the Awards thereby represented as a Qualified
Option, Non-Qualified Option, SAR, or Restricted Stock, as
the case may be.  Every Award made to a

<PAGE>

person (a "Recipient") shall be exercisable
during his or her lifetime only by the Recipient, and
shall not be salable, transferable or assignable by the
Recipient except by his or her Will or pursuant to
applicable laws of descent and distribution.

6.     Eligibility.  Persons eligible to receive Awards shall be
       ____________
those key officers and other management employees of the
Corporation and each Subsidiary as determined by the
Committee.   In no case, however, shall any current member
of the Committee be eligible to receive any Awards.  A
person's eligibility to receive Awards shall not confer
upon him or her any right to receive any Awards; rather,
the Committee shall have the sole authority,
exercisable in its discretion consistent with the
provisions of the Plan, to select when, to whom
and under what facts and circumstances Awards will be
made.  Except as otherwise  provided, a person's
eligibility to receive, or actual receipt of Awards under
the Plan shall not limit or affect his or her benefits
under or eligibility to participate in any other incentive
or benefit plan or program of the Corporation or its
affiliates.

7.     Qualified Options.  In addition to other applicable
       __________________
provisions of the Plan, all Qualified Options and Awards
thereof shall be under and subject to the following terms
and conditions:

             (a)     No Qualified Option shall be awarded more
than ten (10) years after the date the Plan is adopted by the
Board or the date the Plan is approved by the Corporation's
stockholders, whichever date is earlier;

             (b)     The time period during which any Qualified
Option is exercisable, as determined by the Committee, shall not
commence before the expiration of six (6) months or continue
beyond the expiration of ten (10) years after the date such
Option is awarded;

             (c)     If the Recipient of a Qualified Option
ceases to be employed by the Corporation or any Subsidiary for
any reason other than his or her death, the Committee may permit
the Recipient thereafter to exercise such Option during its
remaining term for a period of not more than three (3) months
after such cessation of employment to the extent that the Option
was then and remains exercisable, unless such employment
cessation was due to the Recipient's disability as defined in
Section 422(e)(3) of the Code, in which case such three
(3) month period shall be twelve (12) months; if the Recipient
dies while employed by the Corporation or a Subsidiary, the
Committee may permit the Recipient's qualified personal
representatives, or any persons who acquire the Qualified Option
pursuant to his or her Will or laws of descent and distribution,
thereafter to exercise such Option during its remaining
term for a period of not more than twelve (12) months after the
Recipient's death to the extent that the Option was then and
remains exercisable; the Committee may impose terms and
conditions upon and for said exercise of such Qualified Option
after such cessation of the Recipient's employment or his or her
death;

             (d)     The purchase price of a share of Stock
subject to any Qualified Option, as determined by the Committee,
shall not be less than the Stock's fair market value at the time
such Option is awarded, as determined under paragraph 13 hereof,
or less than the Stock's par value.

<PAGE>

8.     Non-Qualified Options.  In addition to other applicable
       ______________________
provisions of the Plan, all Non- Qualified Options and
Awards thereof shall be under and subject to the following
terms and conditions:

             (a)     The time period during which any Non-
Qualified Option is exercisable, as determined by the Committee,
shall not commence before the expiration of six (6) months
or continue beyond the expiration of ten (10) years after the
date such Option is awarded;

             (b)     If a Recipient of a Non-Qualified Option,
before its lapse or full exercise, ceases to be eligible under
the Plan, the Committee may permit the Recipient thereafter to
exercise such Option during its remaining term, to the extent
that the Option was then and remains exercisable, for such time
period and under such terms and conditions as may be prescribed
by the Committee;

             (c)     The purchase price of a share of Stock
subject to any Non-Qualified Option, as determined by the
Committee, shall not be less than the Stock's fair market value
at the time such Option is awarded, as determined under paragraph
13 hereof.

9.     Stock Appreciation Rights.  In addition to other
       __________________________
       applicable provisions of the Plan, all SARs and Awards
thereof shall be under and subject to the following terms and
conditions:
             (a)     SARs may be granted either alone, or in
connection with another previously or contemporaneously granted
Award (other than another SAR) so as to operate in tandem
therewith by having the exercise of one affect the right to
exercise the other, as and whenthe Committee may determine;
however, no SAR shall be awarded in connection with a
Qualified Option more than ten (10) years after the date the Plan
is adopted by the Board or the date the Plan is approved by the
Corporation's stockholders, whichever date is earlier;

             (b)     Each SAR shall entitle its Recipient to
receive upon exercise of the SAR all or a portion of the excess
of (i) the fair market value at the time of such exercise of a
specified number of shares of Stock as determined by the
Committee, over (ii) a specified price as determined by the
Committee of such  number of shares of Stock that, on a per share
basis, is not less than the Stock's fair market value at the time
the SAR is awarded;

             (c)     Upon exercise of any SAR, the Recipient
shall be paid either in cash or in Stock, or in any combination
thereof, as the Committee shall determine; if such payment is to
be made in Stock, the number of shares thereof to be issued
pursuant to the exercise shall be determined by dividing the
amount payable upon exercise by the Stock's fair market value
at the time of exercise;

             (d)     The time period during which any SAR is
exercisable, as determined by the Committee, shall not commence
before the expiration of six (6) months or continue beyond
the expiration of ten (10) years after the date such SAR is
awarded; however, no SAR connected with another Award shall be
exercisable beyond the last date that such other connected Award
may be exercised;

<PAGE>

             (e)     If a Recipient of a SAR, before its lapse or
full exercise, ceases to be eligible under the Plan, the
Committee may permit the Recipient thereafter to exercise such
SAR during its remaining term, to the extent that the SAR was
then and remains exercisable, for such time period and under such
terms and conditions as may be prescribed by the Committee;

             (f)     No SAR shall be awarded in connection with
any Qualified Option unless the SAR (i) lapses no later than the
expiration date of such connected Option, (ii) is for not more
than the difference between the Stock purchase price under such
connected Option and the Stock's fair market value at the time
the SAR is exercised, (iii) is transferable only when and
as such connected Option is transferable and under the same
conditions, (iv) may be exercised only when such connected Option
may be exercised, and (v) may be exercised only when the Stock's
fair market value exceeds the Stock purchase price under such
connected Option.

10.   Restricted Stock.  In addition to other applicable
      _________________
provisions of the Plan, all Restricted Stock and Awards thereof
shall be under and subject to the following terms and conditions:

             (a)     Restricted Stock shall consist of shares of
Stock that may be acquired by and issued to a Recipient at such
time, for such or no purchase price, and under and subject to
such transfer, forfeiture and other restrictions, conditions or
terms as shall be determined by the Committee, including but not
limited to prohibitions against transfer, substantial risks of
forfeiture within the meaning of Section 83 of the Code, and
attainment of performance or other goals, objectives or
standards, all for or applicable to such time periods as
determined by the Committee;

             (b)     Except as otherwise provided in the Plan or
the Restricted Stock Award, a Recipient of shares of Restricted
Stock shall have all the rights as does a holder of Stock,
 including without limitation the right to vote such shares and
receive dividends with respect thereto; however, during the time
period of any restrictions, conditions or terms applicable
 to such Restricted Stock, the shares thereof and the right to
vote the same and receive dividends thereon shall not be sold,
assigned, transferred, exchanged, pledged, hypothecated,
encumbered or otherwise disposed of except as permitted by the
Plan or the Restricted Stock Award;

             (c)     Each certificate issued for shares of
Restricted Stock shall be deposited with the Secretary of the
Corporation, or the office thereof, and shall bear a legend in
substantially the following form and content:

             This Certificate and the shares of Stock hereby
represented are subject to the provisions of the Corporation's
Stock Incentive Plan and a certain agreement entered into between
the owner and the Corporation pursuant to said Plan.  The release
of this Certificate and the shares of Stock hereby represented
from such provisions shall occur only as provided by said Plan
and agreement, a copy of which are on file in the office of the
Secretary of the Corporation.

<PAGE>

        Upon the lapse or satisfaction of the restrictions,
conditions and terms applicable to such Restricted Stock, a
certificate for the shares of Stock free thereof without such
legend shall be issued to the Recipient;

             (d)     If a Recipient's employment with the
Corporation or a Subsidiary ceases for any reason prior to the
lapse of the restrictions, conditions or terms applicable to his
or her Restricted Stock, all of the Recipient's Restricted Stock
still subject to unexpired restrictions, conditions or terms
shall be forfeited absolutely by the Recipient to the
Corporation without payment or delivery of any consideration or
other thing of value by the Corporation or its affiliates, and
thereupon and thereafter neither the Recipient nor his or her
heirs, personal or legal representatives, successors, assigns,
beneficiaries, or any claimants under the Recipient's Last Will
or laws of descent and distribution, shall have any rights or
claims to or interests in the forfeited Restricted Stock or any
certificates representing shares thereof, or claims against the
Corporation or its affiliates with respect thereto.

11.   Exercise.  Except as otherwise provided in the Plan, Awards
      _________
may be exercised in whole or in part by giving written
notice thereof to the Secretary of the Corporation, or his
or her designee, identifying the Award being exercised, the
number of shares of Stock with respect thereto, and other
information pertinent to exercise of the Award.  The
purchase price of the shares of Stock with respect to which
an Award is exercised shall be paid with the written
notice of exercise, either in cash or in Stock at its then
current fair market value, or in any combination thereof,
as the Committee shall determine; provided, that if the
Stock tendered as payment for a Qualified Option was
acquired through the exercise of a Qualified Option,
the Recipient must have held such Stock for a period not
less than the holding period described in Code Section
422(a)(1).  Funds received by the Corporation from the
exercise of any Award shall be used for its general
corporate purposes.

The number of shares of Stock subject to an Award shall be
reduced by the number of shares of Stock with respect to
which the Recipient has exercised rights under the Award.
If a SAR is awarded in connection with another Award, the
number of shares of Stock that may be acquired by the
Recipient under the other connected Award shall be reduced
by the number of shares of Stock with respect to which the
Recipient has exercised his or her SAR, and the number of
shares of Stock subject to the Recipient's SAR shall be
reduced by the number of shares of Stock acquired by the
Recipient pursuant to the other connected Award.

The Committee may permit an acceleration of previously
established exercise terms of any Awards or the lapse of
restrictions thereon as, when, under such facts and
circumstances, and subject to such other or further
requirements and conditions as the Committee may
deem necessary or appropriate.  In addition: (a) if the
Corporation or its stockholders execute an agreement to
dispose of all or substantially all of the Corporation's
assets or capital stock by means of sale, merger,
consolidation, reorganization, liquidation or
otherwise, as a result of which the Corporation's
stockholders as of immediately before such transaction will
not own at least fifty percent (50%) of the total combined
voting power of all classes of voting capital stock of the
surviving entity (be it the Corporation or otherwise) immediately
after the consummation

<PAGE>

of such transaction, thereupon any and all Awards immediately
shall become and remain exercisable with respect to the total
number of shares of Stock still subject thereto for the remainder
of their respective terms unless the transaction is not
consummated and the agreement expires or is terminated, in
which case thereafter all Awards shall be treated as if
said agreement never had been executed; (b) if there is an
actual, attempted or threatened change in the ownership of at
least twenty-five percent (25%) of all classes of voting capital
stock of the Corporation, as determined by the Committee in its
sole discretion, through the acquisition of, or an offer to
acquire such percentage of the Corporation's voting capital stock
by any person or entity, or persons or entities acting in concert
or as a group, and such acquisition or offer has not been
duly approved by the Board, thereupon any and all Awards
immediately shall become and remain exercisable with
respect to the total number of shares of Stock still
subject thereto for the remainder of their respective
terms; or (c) if during any period of two (2) consecutive
years, the individuals who at the beginning of such period
constituted the Board, cease for any reason to constitute
at least a majority of the Board, unless the election of
each director of the Board, who was not a director of the
Board at the beginning of such period, was approved by a
vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period,
thereupon any and all Awards immediately shall
become and remain exercisable with respect to the total
amount of shares of Stock still subject thereto for the
remainder of their respective terms.  If an event described
in (a), (b)or (c) occurs, the Committee shall immediately notify
the Recipients in writing of the occurrence of such event and
their rights under this paragraph 11.

12.   Withholding.  Whenever the Corporation is about to issue or
      ____________
transfer Stock pursuant to any Award, the Corporation may
require the Recipient to remit to the Corporation an amount
sufficient to satisfy fully any federal, state and other
jurisdictions' income and other tax withholding
requirements prior to the delivery of any certificates for
such shares of Stock. Whenever payments are to be made in
cash to any Recipient pursuant to his or her exercise
of an Award, such payments shall be made net after
deduction of all amounts sufficient to satisfy fully any
federal, state and other jurisdictions' income and other
tax withholding requirements.

13.   Value.  Where used in the Plan, the "fair market value" of
      ______
Stock or Options or rights with respect thereto, including
Awards, shall mean and be determined by:  (a) in the event
that the Stock is listed on an established exchange, the
closing price of the Stock on the relevant date or, if no
trade occurred on that day, on the next preceding day on
which a trade occurred, (b) in the event that the Stock is
not listed on an established exchange, but is then
quoted on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the average of the
average of the closing bid and asked quotations of the
Stock for the five (5) trading days immediately preceding
the relevant date, or (c) in the event that the Stock is
not then listed on an established exchange or quoted on
NASDAQ, the average of the average of the closing bid and
asked quotations of the Stock for five (5)
trading days immediately preceding the relevant date as
reported by such brokerage firms which are then making a
market in the Stock.  In the event that the Stock is not
listed on an established exchange, quoted on NASDAQ,  and
no closing bid and asked quotations are available, fair
market value shall be determined in good faith by the
Committee.  In the case of (b) or (c) above, in the event
that no closing bid or asked quotation is available on one
or more of such trading days, fair market value shall be

<PAGE>

determined by reference to the five (5) trading days immediately
preceding the relevant date on which closing bid and asked
quotations are available.

14.   Amendment.  To the extent permitted by applicable law, the
      __________
Board may amend, suspend, or terminate the Plan at any time;
provided, however, that:  (a) no amendment may be adopted
that permits an Award to be granted to any member of the
Committee; (b) with respect to qualified options, except as
specified in paragraph 18 hereof, no amendment may be
adopted that will increase the number of shares reserved for
Awards under the Plan, change the option price, or change the
provisions required for compliance with Section 422 of the
Code and regulations issued thereunder.  The amendment or
termination of this Plan shall not, without the consent of the
Recipients, alter or impair any rights or obligations under
any Award previously granted hereunder.

        In addition and subject to the foregoing, the Committee
may prescribe other or additional terms, conditions and
provisions with respect to the grant or exercise of any or all
Awards as the Committee may determine necessary or appropriate
for such Awards and the Stock subject thereto to qualify under
and comply with all applicable laws, rules and regulations,
and changes therein, including but not limited to the provisions
of Sections 421 and 422 of the Code and Section 16 of the
Securities Exchange Act of 1934, as amended.  Without
limiting the generality of the preceding sentence, each Qualified
Option, and any SAR awarded in connection therewith, shall be
subject to such other and additional terms, conditions and
provisions as the Committee may deem necessary or appropriate in
order to qualify such Option, or connected Option and SAR, as an
incentive stock option under Section 422 of the Code, including
but not limited to the following provisions:

             (i)     the aggregate fair market value, at the time
such Option is awarded, of the Stock subject thereto and of any
Stock or other capital stock with respect to which incentive
stock options qualifying under Sections 421 and 422 of the Code
are exercisable for the first time by the Recipient during any
calendar year under the Plan and any other plans of the
Corporation or its affiliates, shall not exceed $100,000.00; and

             (ii)    No Qualified Option, or any SAR in
connection therewith, shall be awarded to any person if at the
time of such Award, such person owns Stock possessing more than
ten percent (10%) of the total combined voting power of all
classes of capital stock of the Corporation or its affiliates,
unless at the time such Option or SAR is awarded the Stock
purchase price under such Option is at least one hundred and ten
percent (110%) of the fair market value of the Stock subject to
such Option and the Option (and any SAR connected therewith) by
its terms is not exercisable after the expiration of five (5)
years from the date it is awarded.

        From time to time, the Committee may rescind, revise and
add to any of such terms, conditions and provisions as may be
necessary or appropriate to have any Awards be or remain
qualified and in compliance with all applicable laws, rules and
regulations, and may delete, omit or waive any of such terms,
conditions or provisions that are no longer required by reason of
changes in applicable laws, rules or regulations.

<PAGE>

15.   Continued Employment.  Nothing in the Plan or any Award
      _____________________
shall confer upon any Recipient or other persons any right to
continue in the employment of, or maintain any particular
relationship with the Corporation or its affiliates, or limit or
affect any rights, powers or privileges that the Corporation or
its affiliates may have to supervise, discipline and
terminate such Recipient or other persons, and the employment and
other relationships thereof.  However, the Committee may require
as a condition of making and/or exercising any Award that its
Recipient agree to, and in fact provide services, either as an
employee or in another capacity, to or for the Corporation or any
Subsidiary for such time period following the date the Award is
made and/or exercised as the Committee may prescribe.
The immediately preceding sentence shall not apply to any
Qualified Option to the extent such application would result in
disqualification of said Option as an incentive stock option
under Sections 421 and 422 of the Code.

16.   General Restrictions.  Each Award shall be subject to the
      _____________________
requirement and provision that if at any time the Committee
determines it necessary or desirable as a condition of or in
consideration of making such Award, or the purchase or issuance
or Stock thereunder, (a) the listing, registration or
qualification of the Stock subject to the Award, or the Award
itself, upon any securities exchange or under any federal or
state securities or other laws, (b) the approval of any
governmental authority, or (c) an agreement by the Recipient with
respect to disposition of any Stock (including without limitation
that at the time of the Recipient's exercise of the Award, any
Stock thereby acquired is being and will be acquired solely for
investment purposes and without any intention to sell or
distribute such Stock), then such Award shall not be consummated
in whole or in part unless such listing, registration,
qualification, approval or agreement shall have been
appropriately effected or obtained to the satisfaction of the
Committee and legal counsel for the Corporation.

17.   Rights.  Except as otherwise provided in the Plan, the
      _______
Recipient of any Award shall have no rights as a holder of the
Stock subject thereto unless and until one or more certificates
for the shares of such Stock are issued and delivered to the
Recipient.  No adjustments shall be made for dividends, either
ordinary or extraordinary, or any other distributions with
respect to Stock, whether made in cash, securities or other
property, or any rights with respect thereto, for which the
record date is prior to the date that any certificates for Stock
subject to an Award are issued to the Recipient pursuant to his
or her exercise thereof.  No Award, or the grant thereof, shall
limit or affect the right or power of the Corporation or its
affiliates to adjust, reclassify, recapitalize, reorganize or
otherwise change its or their capital or business structure, or
to merge, consolidate, dissolve, liquidate or sell any or all of
its or their business, property or assets.

18.   Adjustments.  In the event of any change in the number of
      ____________
issued and outstanding shares of Stock which results from a stock
split, reverse stock split, payment of a stock dividend or
any other change in the capital structure of the Corporation, the
Committee shall proportionately adjust the maximum number of
shares subject to each outstanding Award, and (where appropriate)
the purchase price per share thereof (but not the total purchase
price under the Award), so that upon exercise or realization of
such Award, the Recipient shall receive the same number of shares
he or she would have received had he

<PAGE

or she been the holder of all shares subject to his or her
outstanding Award and immediately before the effective date of
such change in the number of issued and outstanding shares of
Stock.  Such adjustments shall not, however, result in the
issuance of fractional shares.  Any adjustments under this
paragraph 18 shall be made by the Committee, subject to approval
by the Board.  No adjustments shall be made that would cause a
Qualified Option to fail to continue to qualify as an incentive
stock option within the meaning of Section 422 of the Code.

     In the event the Corporation is a party to any merger,
consolidation or other reorganization, any and all outstanding
Awards shall apply and relate to the securities to which a holder
of Stock is entitled after such merger, consolidation or other
reorganization.  Upon any liquidation or dissolution of the
Corporation, any and all outstanding Awards shall terminate upon
consummation of such liquidation or dissolution, but prior to
such consummation shall be exercisable to the extent that the
same otherwise are exercisable under the Plan.

19.   Forfeiture.  Notwithstanding anything to the contrary in
      ___________
this Plan, if the Committee finds after full consideration of the
facts presented on behalf of the Corporation and the involved
Recipient, that he or she has been engaged in fraud,
embezzlement, theft, commission of a felony, or dishonesty in the
course of his or her employment by the Corporation or any
Subsidiary that has damaged it, or that the Recipient has
disclosed trade secrets of the Corporation or its affiliates, the
Recipient shall forfeit all rights under and to all unexercised
Awards, and all exercised Awards under which the Corporation has
not yet delivered payment or certificates for shares of Stock (as
the case may be), all of which Awards and rights shall be
automatically canceled.  The decision of the Committee as to the
cause of the Recipient's discharge from employment with the
Corporation or any Subsidiary and the damage thereby suffered
shall be final for purposes of the Plan, but shall not affect the
finality of the Recipient's discharge by the Corporation or
Subsidiary for any other purposes. The preceding provisions of
this paragraph shall not apply to any Qualified Option to the
extent such application would result in disqualification of said
Option as an incentive stock option under Sections 421 and 422 of
the Code.

20.   Indemnification.  In and with respect to the administration
      ________________
of the Plan, the Corporation shall indemnify each present and
future member of the Committee and/or of the Board, who shall
be entitled without further action on his or her part to
indemnity from the Corporation for all damages, losses,
judgments, settlement amounts, punitive damages, excise taxes,
fines, penalties, costs and expenses (including without
limitation attorneys' fees and disbursements) incurred by such
member in connection with any threatened, pending or
completed action, suit or other proceedings of any nature,
whether civil, administrative, investigative or criminal, whether
formal or informal, and whether by or in the right or name of the
Corporation, any class of its security holders, or otherwise, in
which such member may be or have been involved, as a party or
otherwise, by reason of his or her being or having been a member
of the Committee and/or of the Board, whether or not he or she
continues to be such a member.  The provisions, protection and
benefits of this paragraph shall apply and exist to the fullest
extent permitted by applicable law to and for the benefit
of all present and future members of the Committee and/or of the
Board, and their respective heirs, personal and legal
representatives, successors and

<PAGE>

assigns, in addition to all other rights that they may have as a
matter of law, by contract, or otherwise, except (a) as may not
be allowed by applicable law, (b) to the extent there is
entitlement to insurance proceeds under insurance coverage
provided by the Corporation on account of the same matter or
proceeding for which indemnification hereunder is claimed, or (c)
to the extent there is entitlement to indemnification from the
Corporation, other than under this paragraph, on account of the
same matter or proceeding for which indemnification hereunder is
claimed.

21.   Miscellaneous.  Any reference contained in this Plan to a
      ______________
particular section or provision of law, rule or regulation,
including but not limited to the Internal Revenue Code of 1986
and the Securities Exchange Act of 1934, both as amended, shall
include any subsequently enacted or promulgated section or
provision of law, rule or regulation, as the case may be,
of similar import.  With respect to persons subject to Section 16
of the Securities Exchange Act of 1934, as amended, transactions
under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor rule that may be
promulgated by the Securities and Exchange Commission,  to the
extent any provision of this Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the
extent permitted by applicable law and deemed advisable by the
Committee, and to the extent that there are additional
requirements under Rules 16b-3, it is the responsibility of the
participants to satisfy such requirements.  Where used in this
Plan:  the plural shall include the singular, and unless the
context otherwise clearly requires, the singular shall include
the plural; and, the term "affiliates" shall mean each and every
Subsidiary and any parent of the Corporation.  The captions of
the numbered paragraphs contained in this Plan are for
convenience only, and shall not limit or affect the meaning,
interpretation or construction of any of the provisions of the
Plan.

<PAGE>

                            EXHIBIT 5

               OPINION OF SHUMAKER WILLIAMS, P.C.

<PAGE>

[LETTERHEAD OF SHUMAKER WILLIAMS, P.C.]

                              WRITER'S DIRECT DIAL: (717)763-1121
                        WRITER'S EMAIL: mail@shumakerwilliams.com


                              July 15, 2003


Mark D. Gainer
President and Chief Executive Officer
UNION NATIONAL FINANCIAL CORPORATION
101 E. Main Street
Mount Joy, Pennsylvania 17552

                    RE:    Union National Financial
                           Corporation 1997 Stock Incentive Plan
                           Registration Statement Form S-8
                           Our File No.: 540-97

Dear Mr. Gainer:

     We have acted as Special Counsel to Union National Financial
Corporation (the "Corporation") in connection with preparation of
the Corporation's Registration Statement on Form S-8 relating to
the Corporation's 2003 amendments to the 1997 Stock Incentive
Plan (the "Plan").

     In connection with this matter, we, as counsel to the
Corporation, have reviewed the following:

     1.     The Pennsylvania Business Corporation Law of 1988, as
            amended;
     2.     The Corporation's Articles of Incorporation as
            amended and restated;
     3.     The Corporation's By-Laws as amended and restated;
     4.     Resolutions adopted by the Corporation's Board of
            Directors on April 30, 2003; and
     5.     The Plan, as amended and restated.

     Based upon such review, it is our opinion that the
Corporation's common stock, $.25 par value, (the "Common Stock")
issuable under the Plan, when and as issued in accordance with
the provisions of the Plan, will be duly and validly issued,
fully paid and nonassessable.  In giving the foregoing opinion,
we have assumed that the Corporation will have, at the time of
the issuance of Common Stock under the Plan, a sufficient number
of authorized shares available for issue.

<PAGE>

     We hereby consent to the use of this opinion as an exhibit
to the Registration Statement on Form S-8, filed by the
Corporation, relating to the Plan.


                              Very truly yours,

                              /s/ B. Tyler Lincoln

                              By B. Tyler Lincoln

BTL/DLG/raf:157052

<PAGE>
                          EXHIBIT 23.1
              CONSENT OF BEARD MILLER COMPANY LLP

<PAGE>


                                                    EXHIBIT 23.1

                 CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Union
National Financial Corporation 1997 Stock Incentive Plan of our
report dated January 24, 2003, with respect to the consolidated
financial statements of Union National Financial Corporation
incorporated by reference in its Annual Report on Form 10-K for
the year ended December 31, 2002, filed with the Securities and
Exchange Commission.

                            /s/ BEARD MILLER COMPANY LLP

July 15, 2003
Harrisburg, Pennsylvania

<PAGE>
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As filed with the Securities and Exchange Commission on
July 24, 2003                Registration No. 333-_____________
=================================================================
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                     _________________________
                             FORM S-8
                          AMENDMENT NO. 1

                      REGISTRATION STATEMENT
                              UNDER
                    THE SECURITIES ACT OF 1933
               UNION NATIONAL FINANCIAL CORPORATION
     (Exact Name of Registrant As Specified In Its Charter)

                           Pennsylvania
 (State or other jurisdiction of incorporation or organization)

                            23-2415179
              (I.R.S. Employer Identification No.)

             c/o Union National Financial Corporation
                      101 East Main Street
                          P.O. Box 567
                 Mount Joy, Pennsylvania  17552
            (Address of principal executive offices)
                      _______________________
 UNION NATIONAL FINANCIAL CORPORATION 1997 STOCK INCENTIVE PLAN
                     (Full title of the plan)
                      _______________________
      Mark D. Gainer, President and Chief Executive Officer
              UNION NATIONAL FINANCIAL CORPORATION
                      101 East Main Street
                          P.O. Box 567
                 Mount Joy, Pennsylvania  17552
                           (717) 653-1441
   (Name, address, including zip code, and telephone number,
           including area code, of agent for service)

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

                  CALCULATION OF REGISTRATION FEE

Title of Each Class          Amount             Proposed Maximum
 of Securities to            to be               Offering Price
  be Registered           Registered(1)            Per Share(2)

  Common Stock,
  $.25 Par Value            100,000                   $20.05
_________________________________________________________________
(1)As required by General Instruction E to Form S-8 and based on
the maximum number of additional shares of Union National
Financial Corporation Common Stock, par value $.25 per share,
authorized for issuance under the plan set forth above, as
approved by the Board of Directors and the shareholders.   There
are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the anti-
dilution provisions of the plan.
(2)Estimated pursuant to Rule 457(c) and (h)(1) solely for the
purpose of calculating the amount of the registration fee based
upon the average of the closing bid and asked prices of the
Common Stock on July 14, 2003, with respect to the shares of
Common Stock issuable under the plan.
TO PARTICIPANTS IN THE
              UNION NATIONAL FINANCIAL CORPORATION
                    1997 STOCK INCENTIVE PLAN

     Union National Financial Corporation files this Registration
Statement on Form S-8 to register shares of Common Stock, $.25
par value, that the company may, from time to time, issue
pursuant to the Union National Financial Corporation 1997 Stock
Incentive Plan, as amended and restated, effective February 26,
2002, to increase the number of shares issuable under the plan by
100,000 shares.  Pursuant to General Instruction E to Form S-8,
we incorporate the contents of the Union National Financial
Corporation Registration Statement No. 333-27837 on Form S-8 into
this Registration Statement.

     The company will provide, without charge, to each
participant in the Plan who so requests, a copy of any or all of
the documents included in the Registration Statement, as well as,
all documentation relating to the plan required to be delivered
to participants pursuant to the rules adopted under the
Securities Act of 1933, as amended.  Requests for copies should
be addressed orally or in writing to:

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

July 25, 2003
SIGNATURES

     Pursuant to the requirements of 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-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the Town of Mount Joy, Commonwealth of Pennsylvania, on
July 10, 2003.

                        UNION NATIONAL FINANCIAL CORPORATION

                          /s/ Mark D. Gainer

                       By: ___________________________
                           Mark D. Gainer, President and
                           Chief Executive Officer
KNOWN 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 said 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
said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
person in the capacities and on the dates indicated.

                              Capacity                   Date
                              ________                   ____

/s/ Mark D. Gainer         President, Chief         July 10, 2003
________________________   Executive Officer; and Director
Mark D. Gainer

/s/ Clement M. Hoober      Chief Financial Officer/ July 10, 2003
________________________   Treasurer
Clement M. Hoober

/s/ Carl R. Hallgren
________________________   Director                 July 10, 2003
Carl R. Hallgren

/s/ David G. Heisey
________________________   Director                 July 10, 2003
David G. Heisey

/s/ Daniel H. Raffensperger
________________________   Director                 July 10, 2003
Daniel H. Raffensperger

/s/ Lloyd C. Pickell
________________________   Director                 July 10, 2003
Lloyd C. Pickell

/s/ William E. Eby
________________________   Director                 July 10, 2003
William E. Eby

/s/ Benjamin W. Piersol, Jr.
________________________   Director                 July 10, 2003
Benjamin W. Piersol, Jr.

/s/ Donald H. Wolgemuth
________________________   Director                 July 10, 2003
Donald H. Wolgemuth

/s/ Darwin A. Nissley
________________________   Director                 July 10, 2003
Darwin A. Nissley
Exhibit Index

                                                     Page Number
                                                    In Sequential
                                                      Numbering
Exhibit No.                                             System
__________                                          _____________

    4         Union National Financial Corporation        1
              1997 Stock Incentive Plan, as amended
              and restated.

    5         Opinion of Shumaker Williams, P.C.          13

    23.1      Consent of Beard Miller Company, LLP.       16

    23.2      Consent of Shumaker Williams, P.C.
              (Contained at Exhibit 5 of this Registration
              Statement).                                 13
EXHIBIT 4
             UNION NATIONAL FINANCIAL CORPORATION
                   1997 STOCK INCENTIVE PLAN
EXHIBIT 4
             UNION NATIONAL FINANCIAL CORPORATION
             ____________________________________
         1997 STOCK INCENTIVE PLAN (AMENDED AND RESTATED)
         ________________________________________________

1.     Purpose.  The purpose of this Stock Incentive Plan (the
       ________
"Plan") is to advance the development, growth and
financial condition of Union National Financial
Corporation (the "Corporation") and each subsidiary
thereof as defined in Section 424 of the Internal
Revenue Code of 1986, as amended (the "Code"), by
providing incentives through participation in the
appreciation of capital stock of the Corporation so as to
secure, retain and motivate personnel who may be
responsible for the operation and management of the
affairs of the Corporation and any such subsidiary now or
hereafter existing ("Subsidiary").

2.     Term.  The Plan shall become effective as of the date it
       _____
is adopted by the Corporation's Board of Directors (the
"Board"), so long as the Corporation's stockholders duly
approve the Plan within twelve (12) months either before
or after the date of the Board's adoption of the
Plan.  Any and all options and rights awarded under the
Plan ("Awards") before it is so approved by the
Corporation's stockholders shall be conditional upon and
may not be exercised before timely obtainment of such
approval, and shall lapse upon the failure thereof.  If
the Plan is so approved, it shall continue in effect until
all Awards either have lapsed or been exercised, satisfied
or cancelled according to their terms under the Plan.

3.     Stock.  The shares of stock that may be issued under the
       ______
Plan shall not exceed in the aggregate 120,000 shares of
the Corporation's common stock, par value $0.25 per share
(the "Stock") as authorized in 1997, as adjusted pursuant
to paragraph 18 hereof, and an additional 100,000 shares
authorized in 2003, as may be adjusted pursuant to
paragraph 18 hereof.  Such shares of Stock may be either
authorized and unissued shares of Stock, or authorized
shares of Stock issued by the Corporation and subsequently
reacquired by it as treasury stock.  Under no
circumstances shall any fractional shares of Stock be
issued or sold under the Plan or any Award.  Except as may
be otherwise provided in the Plan, any Stock subject to an
Award that for any reason lapses or terminates prior to
its exercise as to such Stock shall become and again be
available under the Plan.  The Corporation shall
reserve and keep available, and shall duly apply for any
requisite governmental authority to issue or sell the
number of shares of Stock needed to satisfy the
requirements of the Plan while in effect.  The
Corporation's failure to obtain any such governmental
authority deemed necessary by the Corporation's legal
counsel for the lawful issuance and sale of Stock under
the Plan shall relieve the Corporation of any duty, or
liability for the failure to issue or sell such Stock as
to which such authority has not been obtained.

4.     Administration.  The Plan shall be administered by a
       _______________
committee (the "Committee") consisting exclusively of two
(2) or more non-employee directors from the Board serving
for such terms as determined, selected and appointed by
the Board.  The Board shall fill all vacancies
occurring in the Committee's membership, and at any time
and for any reason may add additional members to the
Committee or may remove members from the Committee and
appoint their successors.  Except as otherwise permitted
under Section 16(b) of the Securities Exchange Act of
1934, as amended, and applicable rules and
regulations thereto, a member of the Committee must be a
director of the Corporation and during the year prior to
commencing service on the Committee, and while a member of
the Committee, was not granted or awarded any Awards,
allocations or other options or rights of or with
respect to Stock or any other equity securities of the
Corporation or its affiliates pursuant to the Plan or any
other plan of the Corporation or its affiliates which
provides for grants or awards. A majority of the
Committee's membership shall constitute a quorum for the
transaction of all business of the Committee, and all
decisions and actions taken by the Committee shall be
determined by a majority of the members of the Committee
attending a meeting at which a quorum of the Committee is
present.

The Committee shall be responsible for the management and
operation of the Plan and, subject to its provisions,
shall have full, absolute and final power and authority,
exercisable in its sole discretion: to interpret and
construe the provisions of the Plan, adopt, revise and
rescind rules and regulations relating to the Plan and its
administration, and decide all questions of fact arising
in the application thereof; to determine what, to whom,
when and under what facts and circumstances Awards shall
be made, and the form, number, terms, conditions and
duration thereof, including but not limited to when
exercisable, the number of shares of Stock subject
thereto, and Stock option purchase prices; to adopt,
revise and rescind procedural rules for the transaction of
the Committee's business, subject to any directives of the
Board not inconsistent with the provisions or intent of
the Plan or applicable provisions of law; and to make all
other determinations and decisions, take all actions and
do all things necessary or appropriate in and for the
administration of the Plan. The Committee's
determinations, decisions and actions under the Plan,
including but not limited to those described above, need
not be uniform or consistent, but may be different
and selectively made and applied, even in similar
circumstances and among similarly situated persons.
Unless contrary to the provisions of the Plan, all
decisions, determinations and actions made or taken by the
Committee shall be final and binding upon the
Corporation and all interested persons, and their heirs,
personal and legal representatives, successors, assigns
and beneficiaries.  No member of the Committee or of the
Board shall be liable for any decision, determination or
action made or taken in good faith by such person under or
with respect to the Plan or its administration.

5.     Awards.  Awards may be made under the Plan in the form of:
       _______
(a) "Qualified Options" to purchase Stock that are
intended to qualify for certain tax treatment as incentive
stock options under Sections 421 and 422 of the Code, (b)
"Non-Qualified Options" to purchase Stock that are not
intended to qualify under Sections 421-424 of the Code,
(c) Stock appreciation rights ("SARs"), or (d) "Restricted
Stock".  More than one Award may be granted to an eligible
person, and the grant of any Award shall not prohibit the
grant of any other Award, either to the same person or
otherwise, or impose any obligation upon the person to
whom granted to exercise the Award.  All Awards and the
terms and conditions thereof shall be set forth in written
agreements, in such form and content as approved by the
Committee from time to time, and shall be subject to the
provisions of the Plan whether or not contained in such
agreements.  Multiple Awards for a particular person may
be set forth in a single written agreement or in multiple
agreements, as determined by the Committee, but in all
cases each agreement for one or more Awards shall identify
each of the Awards thereby represented as a Qualified
Option, Non-Qualified Option, SAR, or Restricted Stock, as
the case may be.  Every Award made to a
person (a "Recipient") shall be exercisable
during his or her lifetime only by the Recipient, and
shall not be salable, transferable or assignable by the
Recipient except by his or her Will or pursuant to
applicable laws of descent and distribution.

6.     Eligibility.  Persons eligible to receive Awards shall be
       ____________
those key officers and other management employees of the
Corporation and each Subsidiary as determined by the
Committee.   In no case, however, shall any current member
of the Committee be eligible to receive any Awards.  A
person's eligibility to receive Awards shall not confer
upon him or her any right to receive any Awards; rather,
the Committee shall have the sole authority,
exercisable in its discretion consistent with the
provisions of the Plan, to select when, to whom
and under what facts and circumstances Awards will be
made.  Except as otherwise  provided, a person's
eligibility to receive, or actual receipt of Awards under
the Plan shall not limit or affect his or her benefits
under or eligibility to participate in any other incentive
or benefit plan or program of the Corporation or its
affiliates.

7.     Qualified Options.  In addition to other applicable
       __________________
provisions of the Plan, all Qualified Options and Awards
thereof shall be under and subject to the following terms
and conditions:

             (a)     No Qualified Option shall be awarded more
than ten (10) years after the date the Plan is adopted by the
Board or the date the Plan is approved by the Corporation's
stockholders, whichever date is earlier;

             (b)     The time period during which any Qualified
Option is exercisable, as determined by the Committee, shall not
commence before the expiration of six (6) months or continue
beyond the expiration of ten (10) years after the date such
Option is awarded;

             (c)     If the Recipient of a Qualified Option
ceases to be employed by the Corporation or any Subsidiary for
any reason other than his or her death, the Committee may permit
the Recipient thereafter to exercise such Option during its
remaining term for a period of not more than three (3) months
after such cessation of employment to the extent that the Option
was then and remains exercisable, unless such employment
cessation was due to the Recipient's disability as defined in
Section 422(e)(3) of the Code, in which case such three
(3) month period shall be twelve (12) months; if the Recipient
dies while employed by the Corporation or a Subsidiary, the
Committee may permit the Recipient's qualified personal
representatives, or any persons who acquire the Qualified Option
pursuant to his or her Will or laws of descent and distribution,
thereafter to exercise such Option during its remaining
term for a period of not more than twelve (12) months after the
Recipient's death to the extent that the Option was then and
remains exercisable; the Committee may impose terms and
conditions upon and for said exercise of such Qualified Option
after such cessation of the Recipient's employment or his or her
death;

             (d)     The purchase price of a share of Stock
subject to any Qualified Option, as determined by the Committee,
shall not be less than the Stock's fair market value at the time
such Option is awarded, as determined under paragraph 13 hereof,
or less than the Stock's par value.
8.     Non-Qualified Options.  In addition to other applicable
       ______________________
provisions of the Plan, all Non- Qualified Options and
Awards thereof shall be under and subject to the following
terms and conditions:

             (a)     The time period during which any Non-
Qualified Option is exercisable, as determined by the Committee,
shall not commence before the expiration of six (6) months
or continue beyond the expiration of ten (10) years after the
date such Option is awarded;

             (b)     If a Recipient of a Non-Qualified Option,
before its lapse or full exercise, ceases to be eligible under
the Plan, the Committee may permit the Recipient thereafter to
exercise such Option during its remaining term, to the extent
that the Option was then and remains exercisable, for such time
period and under such terms and conditions as may be prescribed
by the Committee;

             (c)     The purchase price of a share of Stock
subject to any Non-Qualified Option, as determined by the
Committee, shall not be less than the Stock's fair market value
at the time such Option is awarded, as determined under paragraph
13 hereof.

9.     Stock Appreciation Rights.  In addition to other
       __________________________
       applicable provisions of the Plan, all SARs and Awards
thereof shall be under and subject to the following terms and
conditions:
             (a)     SARs may be granted either alone, or in
connection with another previously or contemporaneously granted
Award (other than another SAR) so as to operate in tandem
therewith by having the exercise of one affect the right to
exercise the other, as and whenthe Committee may determine;
however, no SAR shall be awarded in connection with a
Qualified Option more than ten (10) years after the date the Plan
is adopted by the Board or the date the Plan is approved by the
Corporation's stockholders, whichever date is earlier;

             (b)     Each SAR shall entitle its Recipient to
receive upon exercise of the SAR all or a portion of the excess
of (i) the fair market value at the time of such exercise of a
specified number of shares of Stock as determined by the
Committee, over (ii) a specified price as determined by the
Committee of such  number of shares of Stock that, on a per share
basis, is not less than the Stock's fair market value at the time
the SAR is awarded;

             (c)     Upon exercise of any SAR, the Recipient
shall be paid either in cash or in Stock, or in any combination
thereof, as the Committee shall determine; if such payment is to
be made in Stock, the number of shares thereof to be issued
pursuant to the exercise shall be determined by dividing the
amount payable upon exercise by the Stock's fair market value
at the time of exercise;

             (d)     The time period during which any SAR is
exercisable, as determined by the Committee, shall not commence
before the expiration of six (6) months or continue beyond
the expiration of ten (10) years after the date such SAR is
awarded; however, no SAR connected with another Award shall be
exercisable beyond the last date that such other connected Award
may be exercised;
(e)     If a Recipient of a SAR, before its lapse or
full exercise, ceases to be eligible under the Plan, the
Committee may permit the Recipient thereafter to exercise such
SAR during its remaining term, to the extent that the SAR was
then and remains exercisable, for such time period and under such
terms and conditions as may be prescribed by the Committee;

             (f)     No SAR shall be awarded in connection with
any Qualified Option unless the SAR (i) lapses no later than the
expiration date of such connected Option, (ii) is for not more
than the difference between the Stock purchase price under such
connected Option and the Stock's fair market value at the time
the SAR is exercised, (iii) is transferable only when and
as such connected Option is transferable and under the same
conditions, (iv) may be exercised only when such connected Option
may be exercised, and (v) may be exercised only when the Stock's
fair market value exceeds the Stock purchase price under such
connected Option.

10.   Restricted Stock.  In addition to other applicable
      _________________
provisions of the Plan, all Restricted Stock and Awards thereof
shall be under and subject to the following terms and conditions:

             (a)     Restricted Stock shall consist of shares of
Stock that may be acquired by and issued to a Recipient at such
time, for such or no purchase price, and under and subject to
such transfer, forfeiture and other restrictions, conditions or
terms as shall be determined by the Committee, including but not
limited to prohibitions against transfer, substantial risks of
forfeiture within the meaning of Section 83 of the Code, and
attainment of performance or other goals, objectives or
standards, all for or applicable to such time periods as
determined by the Committee;

             (b)     Except as otherwise provided in the Plan or
the Restricted Stock Award, a Recipient of shares of Restricted
Stock shall have all the rights as does a holder of Stock,
 including without limitation the right to vote such shares and
receive dividends with respect thereto; however, during the time
period of any restrictions, conditions or terms applicable
 to such Restricted Stock, the shares thereof and the right to
vote the same and receive dividends thereon shall not be sold,
assigned, transferred, exchanged, pledged, hypothecated,
encumbered or otherwise disposed of except as permitted by the
Plan or the Restricted Stock Award;

             (c)     Each certificate issued for shares of
Restricted Stock shall be deposited with the Secretary of the
Corporation, or the office thereof, and shall bear a legend in
substantially the following form and content:

             This Certificate and the shares of Stock hereby
represented are subject to the provisions of the Corporation's
Stock Incentive Plan and a certain agreement entered into between
the owner and the Corporation pursuant to said Plan.  The release
of this Certificate and the shares of Stock hereby represented
from such provisions shall occur only as provided by said Plan
and agreement, a copy of which are on file in the office of the
Secretary of the Corporation.
Upon the lapse or satisfaction of the restrictions,
conditions and terms applicable to such Restricted Stock, a
certificate for the shares of Stock free thereof without such
legend shall be issued to the Recipient;

             (d)     If a Recipient's employment with the
Corporation or a Subsidiary ceases for any reason prior to the
lapse of the restrictions, conditions or terms applicable to his
or her Restricted Stock, all of the Recipient's Restricted Stock
still subject to unexpired restrictions, conditions or terms
shall be forfeited absolutely by the Recipient to the
Corporation without payment or delivery of any consideration or
other thing of value by the Corporation or its affiliates, and
thereupon and thereafter neither the Recipient nor his or her
heirs, personal or legal representatives, successors, assigns,
beneficiaries, or any claimants under the Recipient's Last Will
or laws of descent and distribution, shall have any rights or
claims to or interests in the forfeited Restricted Stock or any
certificates representing shares thereof, or claims against the
Corporation or its affiliates with respect thereto.

11.   Exercise.  Except as otherwise provided in the Plan, Awards
      _________
may be exercised in whole or in part by giving written
notice thereof to the Secretary of the Corporation, or his
or her designee, identifying the Award being exercised, the
number of shares of Stock with respect thereto, and other
information pertinent to exercise of the Award.  The
purchase price of the shares of Stock with respect to which
an Award is exercised shall be paid with the written
notice of exercise, either in cash or in Stock at its then
current fair market value, or in any combination thereof,
as the Committee shall determine; provided, that if the
Stock tendered as payment for a Qualified Option was
acquired through the exercise of a Qualified Option,
the Recipient must have held such Stock for a period not
less than the holding period described in Code Section
422(a)(1).  Funds received by the Corporation from the
exercise of any Award shall be used for its general
corporate purposes.

The number of shares of Stock subject to an Award shall be
reduced by the number of shares of Stock with respect to
which the Recipient has exercised rights under the Award.
If a SAR is awarded in connection with another Award, the
number of shares of Stock that may be acquired by the
Recipient under the other connected Award shall be reduced
by the number of shares of Stock with respect to which the
Recipient has exercised his or her SAR, and the number of
shares of Stock subject to the Recipient's SAR shall be
reduced by the number of shares of Stock acquired by the
Recipient pursuant to the other connected Award.

The Committee may permit an acceleration of previously
established exercise terms of any Awards or the lapse of
restrictions thereon as, when, under such facts and
circumstances, and subject to such other or further
requirements and conditions as the Committee may
deem necessary or appropriate.  In addition: (a) if the
Corporation or its stockholders execute an agreement to
dispose of all or substantially all of the Corporation's
assets or capital stock by means of sale, merger,
consolidation, reorganization, liquidation or
otherwise, as a result of which the Corporation's
stockholders as of immediately before such transaction will
not own at least fifty percent (50%) of the total combined
voting power of all classes of voting capital stock of the
surviving entity (be it the Corporation or otherwise) immediately
after the consummation
of such transaction, thereupon any and all Awards immediately
shall become and remain exercisable with respect to the total
number of shares of Stock still subject thereto for the remainder
of their respective terms unless the transaction is not
consummated and the agreement expires or is terminated, in
which case thereafter all Awards shall be treated as if
said agreement never had been executed; (b) if there is an
actual, attempted or threatened change in the ownership of at
least twenty-five percent (25%) of all classes of voting capital
stock of the Corporation, as determined by the Committee in its
sole discretion, through the acquisition of, or an offer to
acquire such percentage of the Corporation's voting capital stock
by any person or entity, or persons or entities acting in concert
or as a group, and such acquisition or offer has not been
duly approved by the Board, thereupon any and all Awards
immediately shall become and remain exercisable with
respect to the total number of shares of Stock still
subject thereto for the remainder of their respective
terms; or (c) if during any period of two (2) consecutive
years, the individuals who at the beginning of such period
constituted the Board, cease for any reason to constitute
at least a majority of the Board, unless the election of
each director of the Board, who was not a director of the
Board at the beginning of such period, was approved by a
vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period,
thereupon any and all Awards immediately shall
become and remain exercisable with respect to the total
amount of shares of Stock still subject thereto for the
remainder of their respective terms.  If an event described
in (a), (b)or (c) occurs, the Committee shall immediately notify
the Recipients in writing of the occurrence of such event and
their rights under this paragraph 11.

12.   Withholding.  Whenever the Corporation is about to issue or
      ____________
transfer Stock pursuant to any Award, the Corporation may
require the Recipient to remit to the Corporation an amount
sufficient to satisfy fully any federal, state and other
jurisdictions' income and other tax withholding
requirements prior to the delivery of any certificates for
such shares of Stock. Whenever payments are to be made in
cash to any Recipient pursuant to his or her exercise
of an Award, such payments shall be made net after
deduction of all amounts sufficient to satisfy fully any
federal, state and other jurisdictions' income and other
tax withholding requirements.

13.   Value.  Where used in the Plan, the "fair market value" of
      ______
Stock or Options or rights with respect thereto, including
Awards, shall mean and be determined by:  (a) in the event
that the Stock is listed on an established exchange, the
closing price of the Stock on the relevant date or, if no
trade occurred on that day, on the next preceding day on
which a trade occurred, (b) in the event that the Stock is
not listed on an established exchange, but is then
quoted on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), the average of the
average of the closing bid and asked quotations of the
Stock for the five (5) trading days immediately preceding
the relevant date, or (c) in the event that the Stock is
not then listed on an established exchange or quoted on
NASDAQ, the average of the average of the closing bid and
asked quotations of the Stock for five (5)
trading days immediately preceding the relevant date as
reported by such brokerage firms which are then making a
market in the Stock.  In the event that the Stock is not
listed on an established exchange, quoted on NASDAQ,  and
no closing bid and asked quotations are available, fair
market value shall be determined in good faith by the
Committee.  In the case of (b) or (c) above, in the event
that no closing bid or asked quotation is available on one
or more of such trading days, fair market value shall be
determined by reference to the five (5) trading days immediately
preceding the relevant date on which closing bid and asked
quotations are available.

14.   Amendment.  To the extent permitted by applicable law, the
      __________
Board may amend, suspend, or terminate the Plan at any time;
provided, however, that:  (a) no amendment may be adopted
that permits an Award to be granted to any member of the
Committee; (b) with respect to qualified options, except as
specified in paragraph 18 hereof, no amendment may be
adopted that will increase the number of shares reserved for
Awards under the Plan, change the option price, or change the
provisions required for compliance with Section 422 of the
Code and regulations issued thereunder.  The amendment or
termination of this Plan shall not, without the consent of the
Recipients, alter or impair any rights or obligations under
any Award previously granted hereunder.

        In addition and subject to the foregoing, the Committee
may prescribe other or additional terms, conditions and
provisions with respect to the grant or exercise of any or all
Awards as the Committee may determine necessary or appropriate
for such Awards and the Stock subject thereto to qualify under
and comply with all applicable laws, rules and regulations,
and changes therein, including but not limited to the provisions
of Sections 421 and 422 of the Code and Section 16 of the
Securities Exchange Act of 1934, as amended.  Without
limiting the generality of the preceding sentence, each Qualified
Option, and any SAR awarded in connection therewith, shall be
subject to such other and additional terms, conditions and
provisions as the Committee may deem necessary or appropriate in
order to qualify such Option, or connected Option and SAR, as an
incentive stock option under Section 422 of the Code, including
but not limited to the following provisions:

             (i)     the aggregate fair market value, at the time
such Option is awarded, of the Stock subject thereto and of any
Stock or other capital stock with respect to which incentive
stock options qualifying under Sections 421 and 422 of the Code
are exercisable for the first time by the Recipient during any
calendar year under the Plan and any other plans of the
Corporation or its affiliates, shall not exceed $100,000.00; and

             (ii)    No Qualified Option, or any SAR in
connection therewith, shall be awarded to any person if at the
time of such Award, such person owns Stock possessing more than
ten percent (10%) of the total combined voting power of all
classes of capital stock of the Corporation or its affiliates,
unless at the time such Option or SAR is awarded the Stock
purchase price under such Option is at least one hundred and ten
percent (110%) of the fair market value of the Stock subject to
such Option and the Option (and any SAR connected therewith) by
its terms is not exercisable after the expiration of five (5)
years from the date it is awarded.

        From time to time, the Committee may rescind, revise and
add to any of such terms, conditions and provisions as may be
necessary or appropriate to have any Awards be or remain
qualified and in compliance with all applicable laws, rules and
regulations, and may delete, omit or waive any of such terms,
conditions or provisions that are no longer required by reason of
changes in applicable laws, rules or regulations.
15.   Continued Employment.  Nothing in the Plan or any Award
      _____________________
shall confer upon any Recipient or other persons any right to
continue in the employment of, or maintain any particular
relationship with the Corporation or its affiliates, or limit or
affect any rights, powers or privileges that the Corporation or
its affiliates may have to supervise, discipline and
terminate such Recipient or other persons, and the employment and
other relationships thereof.  However, the Committee may require
as a condition of making and/or exercising any Award that its
Recipient agree to, and in fact provide services, either as an
employee or in another capacity, to or for the Corporation or any
Subsidiary for such time period following the date the Award is
made and/or exercised as the Committee may prescribe.
The immediately preceding sentence shall not apply to any
Qualified Option to the extent such application would result in
disqualification of said Option as an incentive stock option
under Sections 421 and 422 of the Code.

16.   General Restrictions.  Each Award shall be subject to the
      _____________________
requirement and provision that if at any time the Committee
determines it necessary or desirable as a condition of or in
consideration of making such Award, or the purchase or issuance
or Stock thereunder, (a) the listing, registration or
qualification of the Stock subject to the Award, or the Award
itself, upon any securities exchange or under any federal or
state securities or other laws, (b) the approval of any
governmental authority, or (c) an agreement by the Recipient with
respect to disposition of any Stock (including without limitation
that at the time of the Recipient's exercise of the Award, any
Stock thereby acquired is being and will be acquired solely for
investment purposes and without any intention to sell or
distribute such Stock), then such Award shall not be consummated
in whole or in part unless such listing, registration,
qualification, approval or agreement shall have been
appropriately effected or obtained to the satisfaction of the
Committee and legal counsel for the Corporation.

17.   Rights.  Except as otherwise provided in the Plan, the
      _______
Recipient of any Award shall have no rights as a holder of the
Stock subject thereto unless and until one or more certificates
for the shares of such Stock are issued and delivered to the
Recipient.  No adjustments shall be made for dividends, either
ordinary or extraordinary, or any other distributions with
respect to Stock, whether made in cash, securities or other
property, or any rights with respect thereto, for which the
record date is prior to the date that any certificates for Stock
subject to an Award are issued to the Recipient pursuant to his
or her exercise thereof.  No Award, or the grant thereof, shall
limit or affect the right or power of the Corporation or its
affiliates to adjust, reclassify, recapitalize, reorganize or
otherwise change its or their capital or business structure, or
to merge, consolidate, dissolve, liquidate or sell any or all of
its or their business, property or assets.

18.   Adjustments.  In the event of any change in the number of
      ____________
issued and outstanding shares of Stock which results from a stock
split, reverse stock split, payment of a stock dividend or
any other change in the capital structure of the Corporation, the
Committee shall proportionately adjust the maximum number of
shares subject to each outstanding Award, and (where appropriate)
the purchase price per share thereof (but not the total purchase
price under the Award), so that upon exercise or realization of
such Award, the Recipient shall receive the same number of shares
he or she would have received had he
assigns, in addition to all other rights that they may have as a
matter of law, by contract, or otherwise, except (a) as may not
be allowed by applicable law, (b) to the extent there is
entitlement to insurance proceeds under insurance coverage
provided by the Corporation on account of the same matter or
proceeding for which indemnification hereunder is claimed, or (c)
to the extent there is entitlement to indemnification from the
Corporation, other than under this paragraph, on account of the
same matter or proceeding for which indemnification hereunder is
claimed.

21.   Miscellaneous.  Any reference contained in this Plan to a
      ______________
particular section or provision of law, rule or regulation,
including but not limited to the Internal Revenue Code of 1986
and the Securities Exchange Act of 1934, both as amended, shall
include any subsequently enacted or promulgated section or
provision of law, rule or regulation, as the case may be,
of similar import.  With respect to persons subject to Section 16
of the Securities Exchange Act of 1934, as amended, transactions
under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 or any successor rule that may be
promulgated by the Securities and Exchange Commission,  to the
extent any provision of this Plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the
extent permitted by applicable law and deemed advisable by the
Committee, and to the extent that there are additional
requirements under Rules 16b-3, it is the responsibility of the
participants to satisfy such requirements.  Where used in this
Plan:  the plural shall include the singular, and unless the
context otherwise clearly requires, the singular shall include
the plural; and, the term "affiliates" shall mean each and every
Subsidiary and any parent of the Corporation.  The captions of
the numbered paragraphs contained in this Plan are for
convenience only, and shall not limit or affect the meaning,
interpretation or construction of any of the provisions of the
Plan.
EXHIBIT 5

               OPINION OF SHUMAKER WILLIAMS, P.C.
[LETTERHEAD OF SHUMAKER WILLIAMS, P.C.]

                              WRITER'S DIRECT DIAL: (717)763-1121
                        WRITER'S EMAIL: mail@shumakerwilliams.com

                              July 15, 2003

Mark D. Gainer
President and Chief Executive Officer
UNION NATIONAL FINANCIAL CORPORATION
101 E. Main Street
Mount Joy, Pennsylvania 17552

                    RE:    Union National Financial
                           Corporation 1997 Stock Incentive Plan
                           Registration Statement Form S-8
                           Our File No.: 540-97

Dear Mr. Gainer:

     We have acted as Special Counsel to Union National Financial
Corporation (the "Corporation") in connection with preparation of
the Corporation's Registration Statement on Form S-8 relating to
the Corporation's 2003 amendments to the 1997 Stock Incentive
Plan (the "Plan").

     In connection with this matter, we, as counsel to the
Corporation, have reviewed the following:

     1.     The Pennsylvania Business Corporation Law of 1988, as
            amended;
     2.     The Corporation's Articles of Incorporation as
            amended and restated;
     3.     The Corporation's By-Laws as amended and restated;
     4.     Resolutions adopted by the Corporation's Board of
            Directors on April 30, 2003; and
     5.     The Plan, as amended and restated.

     Based upon such review, it is our opinion that the
Corporation's common stock, $.25 par value, (the "Common Stock")
issuable under the Plan, when and as issued in accordance with
the provisions of the Plan, will be duly and validly issued,
fully paid and nonassessable.  In giving the foregoing opinion,
we have assumed that the Corporation will have, at the time of
the issuance of Common Stock under the Plan, a sufficient number
of authorized shares available for issue.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement on Form S-8, filed by the
Corporation, relating to the Plan.

                              Very truly yours,

                              /s/ B. Tyler Lincoln

                              By B. Tyler Lincoln

BTL/DLG/raf:157052
EXHIBIT 23.1
              CONSENT OF BEARD MILLER COMPANY LLP
EXHIBIT 23.1

                 CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the Union
National Financial Corporation 1997 Stock Incentive Plan of our
report dated January 24, 2003, with respect to the consolidated
financial statements of Union National Financial Corporation
incorporated by reference in its Annual Report on Form 10-K for
the year ended December 31, 2002, filed with the Securities and
Exchange Commission.

                            /s/ BEARD MILLER COMPANY LLP

July 15, 2003
Harrisburg, Pennsylvania