**Exhibit
        31.01**
 
 
 **Citizens
        Financial Corp.**
 **Certification
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
 
 I,
        William T. Johnson, Jr., Acting President and Chief Executive Officer of
        Citizens Financial Corp., certify that:
 
 1.
        I have
        reviewed this annual report on Form 10-K of Citizens Financial
        Corp;
 
 2.
        Based
        on my knowledge, this report does not contain any untrue statement of a material
        fact or omit to state a material fact necessary to make the statements made,
        in
        light of the circumstances under which such statements were made, not misleading
        with respect to the period covered by this report;
  3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this report, fairly present in all material respects the financial
        condition, results in operations and cash flows of the registrant as of,
        and
        for, the periods presented in this report.
 
 4.
        The
        registrant’s other certifying officer and I are responsible for establishing and
        maintaining disclosure controls and procedures (as defined in Exchange Act
        Rules
        13a-15(e) and 15d-15(e)) for the registrant and have:
 
 (a) Designed
            such disclosure controls and procedures, or caused such disclosure controls
            and procedures
            to be designed under our supervision, to ensure that material information
            relating to the registrant, including its consolidated subsidiaries,
            is made
            known to us by others within those entities, particularly during the
            period in
            which this report is being prepared;
 
 (b)
        Evaluated the effectiveness of the registrant’s disclosure controls and
        procedures and presented in this report our conclusions about the effectiveness
        of the disclosure controls and procedures, as of the end of the period covered
        by this report based on such evaluation; and
 
 (c)
        Disclosed in this report any change in the registrant’s internal control over
        financial reporting that occurred during the registrant’s most recent fiscal
        quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
        that has materially affected, or is reasonably likely to materially affect,
        the
        registrant’s internal control over financial reporting; and
 
 5.
        The
        registrant’s other certifying officer and I have disclosed, based on our most
        recent evaluation of internal control over financial reporting, to the
        registrant’s auditors and the audit committee of the registrant’s board of
        directors (or persons performing the equivalent functions):
 
 (a) All
            significant deficiencies and material weaknesses in the design or operation
            of
            internal control over
            financial reporting which are reasonably likely to adversely affect the
            registrant’s ability to record, process, summarize and report financial
            information; and
 
 (b)
        Any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the registrant’s internal control over financial
        reporting.
 
 Date
              3/28/07/s/
                  William T. Johnson, Jr.William
                  T. Johnson, Jr.
                Acting
                  President and Chief Executive
                  Officer