CITIZENS
FINANCIAL CORP.


AND
SUBSIDIARY








Exhibit
31.02








Citizens
Financial Corp.


Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





I, Thomas
K. Derbyshire, Vice President, Treasurer and Principal Financial 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)) and internal control over financial reporting (as defined in Exchange
Acct Rules 13d – 15(f) and 15d – 15(f)) for the registrant and
have:





(b)     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)     Designed
such internal control over financial reporting, or cause such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for internal purposes in accordance with
generally accepted accounting principles;





(c)     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





(d)     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:
                      3/11/09/s/ Thomas K. DerbyshireThomas
      K. DerbyshireV.P.,
      Treasurer & Principal Financial
Officer