Exhibit
99








NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS


TO
BE HELD APRIL 19, 2008








TO THE
STOCKHOLDERS OF CITIZENS FINANCIAL CORP.:





Notice is
hereby given that the Annual Meeting of Stockholders of Citizens Financial Corp.
will be held in the lobby of the Citizens National Bank of Elkins, 211-213 Third
Street, Elkins, West Virginia, on Saturday, April 19, 2008, at 11:00 A.M., for
the purpose of voting on the following matters:





1.
            To
      fix the maximum number of Directors at nine
(9).





2.
            To
      elect three (3) Directors to serve a full three-year term expiring in
      2011.  The nominees are:  Max L. Armentrout; William
      T. Johnson, Jr.; and L. T.
Williams.





In
addition to the foregoing nominees, the following six (6) persons presently are
serving as members of the Board of Directors, for terms to expire in the year
indicated for each member:  Robert N. Alday (2009); William J. Brown
(2010); Edward L. Campbell (2010); Cyrus K. Kump (2009); Robert J. Schoonover
(2010); and John A. Yeager (2009).





3.
            To
      conduct such other business as may properly come before the meeting or any
      adjournment thereof.





Stockholders
of record as of the close of business on March 3, 2008 are entitled to notice
and to vote at the meeting.  A majority of the outstanding capital
stock represented in person or by proxy shall constitute a quorum at the
meeting.  Each of the matters to be voted on shall be decided by a
majority of the votes cast.





I urge
you to sign and date the enclosed proxy and return it at once in the enclosed
envelope.  Proxies may be revoked at any time before the shares
subject to it are voted by:





1.
            Providing
      written notice to Leesa M. Harris, Secretary, Citizens Financial Corp., PO
      Box 1519, Elkins, WV 26241 or





2.
            Executing
      a proxy bearing a later date or





3.
            Voting
      in person at the annual meeting the shares represented by the proxy (your
      attendance at the annual meeting will not by itself revoke your proxy; you
      must vote in person at the annual
meeting).





By Order
of the Board of Directors.





Sincerely,Leesa
      M. HarrisSecretary





March 10,
2008









PROXY





CITIZENS
FINANCIAL CORP.


ANNUAL
MEETING OF STOCKHOLDERS-SATURDAY, APRIL 19, 2008





THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


OF
CITIZENS FINANCIAL CORP.








John A. Yeager, Carl Antolini, Jr., and
Ann W. Knotts Harris, or any of them, each with all the powers and discretion
the undersigned would have if personally present, are hereby appointed to
represent the undersigned, with full power of substitution, at the Annual
Meeting of Stockholders of Citizens Financial Corp. to be held on April 19, 2008
(including any adjournments or postponements thereof), and to vote all shares of
stock of Citizens Financial Corp. which the undersigned is entitled to vote on
all matters that properly come before the meeting, subject to any directions
indicated in the boxes below.





This
Proxy shall be voted as follows (MANAGEMENT RECOMMENDS A VOTE “FOR” EACH OF THE
FOLLOWING):





1.
            FIX
      THE MAXIMUM NUMBER OF DIRECTORS AT NINE
(9)








o
    FOR
            o
      AGAINST
            o
      ABSTAIN








2.
            ELECTION
      OF THREE (3) CLASS 3 DIRECTORS (To serve three-year terms until the Annual
      Meeting of Stockholders to be held in April,
  2011)





o FOR ALL NOMINEES
      LISTED BELOW
            o AGAINST ALL
      NOMINEES LISTED BELOW





(INSTRUCTION:  To
vote against any individual nominee, strike a line through the nominee’s name in
the list below)





Max L.
Armentrout


William
T. Johnson, Jr.


L. T.
Williams





3.
            In
      the discretion of the Proxy representatives, to vote with respect to other
      matters that may come before the meeting or any adjournment
      thereof.





THIS
PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED.  IF NO
DIRECTIONS TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE
REPRESENTATIVES WILL VOTE “FOR” THE ABOVE LISTED PROPOSALS.








DATED  this
            
            day of
            
            ,
      2008 (Please date this Proxy).








Signature of Registered
      OwnerSignature
      of Registered OwnerNumber of Shares Held:





When
signing as attorney, executor, administrator, trustee, or guardian, please give
full title.  If more than one trustee, all should sign.  All
joint owners must sign.





PLEASE
DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.