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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549



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FORM 10-K/A



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|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File No: 2-96144



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CITIZENS FINANCIAL CORP.

(exact name of registrant as specified in its charter)



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|                                         |  |                                        
|---------------------------------------- |  | ---------------------------------------
|Delaware                                 |  | 55-0666598                             
|(State of Incorporation)                 |  | (I.R.S. Employer Identification Number)
|                                         | 
|213 Third St. Elkins, West Virginia      |  | 26241                                  
|(Address of Principal Executive Offices) |  | (Zip Code)                             



Registrants
Telephone Number, Including Area Code: (304) 636-4095



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Securities Registered Pursuant to Section 12(b) of the Act: None



Securities Registered Pursuant to Section 12(g) of the Act: None



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YesxNo ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.    YesxNo ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12 of the Act).    Yes ̈No  x



The aggregate market
value of Citizens Financial Corp. common stock, representing all of its voting stock that was held by nonaffiliates as of the last business day of Citizens most recently completed second fiscal quarter, approximated $24,042,675.



As of February 28, 2005, Citizens Financial Corp. had 750,000 shares of
common stock outstanding with a par value of $2.00.



This Form
10-K/A amends the Companys Form 10-K for the fiscal year ended December 31, 2004 to include the report of the independent accounting firm that audited the financial statements for Citizens Financial Corp. for the periods ended December 31,
2003 and 2002.



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.



|        |  |                              
|------- |  | -----------------------------
|        |  | Citizens Financial Corp.     
|        | 
|5/24/05 |  |                              
|        | 
|        |  | /s/ Thomas K. Derbyshire     
|        |  | Vice President, Treasurer    
|        |  | (Principal Financial Officer)



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Report of Independent Registered Public Accounting Firm



To the Board of Directors

Citizens Financial Corp.

and Subsidiaries

Elkins, West Virginia



We have audited the accompanying consolidated balance sheet of Citizens Financial Corp. and its subsidiaries as of December 31, 2003 and the related
consolidated statements of income, comprehensive income, changes in shareholders equity and cash flows for each of the two years in the period ended December 31, 2003. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of Citizens Financial Corp. and its subsidiaries as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the
period ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.



ARNETT & FOSTER, P.L.L.C.



Charleston, West Virginia

January 9, 2004



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