**Exhibit
        99**
 
 **NOTICE
        OF ANNUAL MEETING OF STOCKHOLDERS**
 **TO
        BE HELD APRIL 21, 2007**
 
 
 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 21, 2007, 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
                  2010. 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 (2009); Max L. Armentrout
        (2008); John F. Harris (2008); William T. Johnson, Jr. (2008); Cyrus K. Kump
        (2009); L. T. Williams (2008); 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 1, 2007 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. HarrisSecretaryMarch
                  9, 2007
  
  **PROXY**
 
 **CITIZENS
        FINANCIAL CORP.**
 **ANNUAL
        MEETING OF STOCKHOLDERS-SATURDAY, APRIL 21, 2007**
 
 **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 21, 2007 (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, 2010)**
 
 **___
        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.**
 
 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 ___________________ ,
        2007
        (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.**