Exhibit 22



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 17, 2004



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 17, 2004, at 11:00 A.M., for the purpose of voting on the following matters:



| | 1. | To fix the maximum number of Directors at ten (10).
| | -- | ---------------------------------------------------



| | 2. | To elect three (3) Directors to serve a full three-year term expiring in 2007. The nominees are: William J. Brown; Edward L. Campbell; and Robert J. Schoonover.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition to the foregoing nominees, the
following seven (7) 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 (2006); Max L. Armentrout (2005); Raymond L. Fair (2005); John F. Harris (2005); Cyrus
K. Kump (2006); L. T. Williams (2005); and John A. Yeager (2006).



| | 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 2, 2004 are entitled to notice and to vote at the meeting.



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 prior to the voting thereof.



By
Order of the Board of Directors



Sincerely,





Leesa M. Harris

Secretary



March 4, 2004



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Exhibit 22 (cont.)



PROXY



CITIZENS FINANCIAL CORP.

ANNUAL
MEETING OF STOCKHOLDERS-SATURDAY, APRIL 17, 2004



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 17, 2004 (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 TEN (10)
|-- | -----------------------------------------------



|     |  |          |  |         
|---- |  | -------- |  | --------
| ̈FOR |  |  ̈AGAINST |  |  ̈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, 2007).



|                               |  |                                   
|------------------------------ |  | ----------------------------------
| ̈FOR ALL NOMINEES
LISTED BELOW |  |  ̈AGAINST ALL NOMINEES LISTED
BELOW



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



William J. Brown

Edward L. Campbell

Robert J. Schoonover



|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.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------



THE 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
, 2004 (Please date this Proxy).



|                             
|-----------------------------
|Signature of
Registered Owner
|                             
|Signature of Registered Owner



Number 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.



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