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                                                                      Exhibit 22
 
 
                      NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                             TO BE HELD APRIL 18, 1998
 
     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 18,
     1998, 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 four (4) Directors to serve a full three year term
              expiring in 2001.  The nominees are:  Virginia C. Chabut; Carlo
              DeMotto; Robert J. Schoonover; and Emery Thompson, Jr.
 
              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 (2000); Max L. Armentrout (1999);
              Raymond L. Fair (1999); John F. Harris (1999); Cyrus K. Kump
              (2000); and L. T. Williams (1999).
 
          3.  To consider a proposed amendment to the Certificate of
              Incorporation increasing the number of authorized shares of
              common stock from one million two hundred fifty thousand
              (1,250,000) to two million two hundred fifty thousand
              (2,250,000), the par value per share remaining two dollars
              ($2.00).  The Corporations' capital shall remain unchanged as a
              result of this amendment.
 
          4.   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 4, 1998 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.
 
 

                                         Leesa M. Harris
                                         Secretary

 
     March 10, 1998
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                                      Exhibit 22


                                     PROXY

                            CITIZENS FINANCIAL CORP.
           ANNUAL MEETING OF STOCKHOLDERS - SATURDAY, April 18, 1998

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                          OF CITIZENS FINANCIAL CORP.
 

          Mary Perchan, Carl Antolini, Jr., and Harriet E. Shaw, 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 18, 1998 (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 FOUR (4) CLASS 3  DIRECTORS (To serve three-year terms
     until the Annual Meeting of Stockholders to be held in April, 2001)
 
       ___ 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)
 
                              Virginia C. Chabut
                              Carlo DeMotto
                              Robert J. Schoonover
                              Emery Thompson, Jr.
 
     3.  Amendment to the Certificate of Incorporation to increase the number
         of authorized shares of common stock from one million two hundred fifty
         thousand (1,250,000) to two million two hundred fifty thousand
         2,250,000), the par value per share remaining two dollars ($2.00).  The
         Corporations' capital shall remain unchanged as a result of this
         amendment.

                 ___ FOR  ___ AGAINST     ___ ABSTAIN
 
     4.  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 _________________, 1998 (Please date this Proxy).
 
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              Signature of Registered Owner
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              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.