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                                                                      Exhibit 22

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD APRIL 17, 1999


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,
1999, at 11:00 A.M., for the purpose of voting on the following matters:

     1.   To fix the maximum number of Directors at nine (9).

     2.   To elect four (4) Directors to serve a full three-year
          term expiring in 2002. The nominees are: Max L.
          Armentrout; Raymond L. Fair; John F. Harris; and L. T.
          Williams.

          In addition to the foregoing nominees, the following
          five (5) persons presently are serving as members of
          the Board of Directors, for terms to expire in the year
          indicated for each member: Virginia C. Chabut (2001);
          Robert J. Schoonover (2001); Emery Thompson, Jr.
          (2001); Robert W. Alday (2000); Cyrus K. Kump (2000).

     3.   To consider proposed amendments to several sections of
          Item 7 of the Certificate of Incorporation. Changes
          such as those proposed are often referred to as
          "antitakeover provisions" and are designed to reduce
          the likelihood of the company being acquired in a
          transaction believed not to be in the best interests of
          the shareholders by the Board of Directors. The
          proposed revised sections are as follows:

          Item 7, Section (D) is proposed to read as follows:

               (D)  Director's Personal Liability. No director shall be
                    ----------------------------- 
               personally liable to the corporation or its stockholders for
               monetary damages for any breach of duty by such directors as a
               director. Notwithstanding the foregoing sentence, a director
               shall be liable to the extent provided by applicable law (i) for
               breach of the director's duty of loyalty to the corporation or
               its stockholders, (ii) for acts or omissions not in good faith or
               which involve intentional misconduct or a knowing violation of
               law, (iii) pursuant to Section 174 of the Delaware General
               Corporation Law or (iv) for any transaction from which the
               director derived an improper personal benefit. No amendment to or
               repeal of this Article SEVENTH (D) shall apply to or have any
               effect on the liability or alleged liability of any director of
               the corporation for or with respect to any acts or omissions of
               such director occurring prior to such amendment. The bylaws of
               the corporation shall govern the implementation of this provision
               and related matters consistent herewith.

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Notice of Annual Meeting of Stockholders
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          Item 7, Section (F) is proposed to read as follows:

               (F) Acquisition Transactions
                   ------------------------
                    
                       (1) Board of Directors Considerations. The board of
                           ---------------------------------          
                           directors, if it deems it advisable, may oppose or
                           decline an acquisition transaction (defined below).
                           When considering whether to oppose or decline an
                           acquisition transaction, the board of directors shall
                           consider all pertinent issues which, by way of
                           illustration and not of limitation, may include any
                           and all of the following:


                              (a)  Whether the price is acceptable based on the
                                   historical and present operating results or
                                   financial condition of the corporation;

                              (b)  Whether a more favorable price could be
                                   obtained for the corporation's securities in
                                   the future;

                              (c)  The impact which an acquisition transaction
                                   would have on employees, depositors, or
                                   customers of the corporation and it's
                                   subsidiaries in the community which they
                                   serve.

                              (d)  The reputation and business practices of the
                                   offeror and it's management and affiliates as
                                   they would affect the employees, depositors,
                                   and customers of the corporation and it's
                                   subsidiaries and the future value of the
                                   corporation's stock;

                              (e)  The value of the securities, if any, which
                                   the offeror is offering in exchange for the
                                   corporation's securities, based on an
                                   analysis of the worth of the corporation as
                                   compared to the corporation or other entity
                                   whose securities are being offered; and

                              (f)  Any antitrust or other legal or regulatory
                                   issues that are raised by the offeror.

                              If the board of directors upon consideration of
                              all pertinent issues, determines that an
                              acquisition should be declined or opposed, it may
                              take any lawful action to accomplish such purpose,
                              including but not limited to any and all of the
                              following: advising stockholders not to accept the
                              offer; litigation against the offeror; filing
                              complaints with all governmental and regulatory
                              authorities; issuing the authorized but unissued
                              securities or treasury stock of the corporation or
                              granting options with respect thereto, or
                              obtaining a more favorable offer from an
                              individual or other entity.

                       (2)    Vote Required. For any acquisition transaction
                              requiring the approval of the shareholders, the
                              following shall apply:

                              (a) If a majority of the members of the board of
                              directors shall have approved the acquisition
                              transaction and submitted it for the approval of
                              the shareholders with a recommendation that the
                              shareholders vote in favor of the acquisition

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Notice of Annual Meeting of Stockholders
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                              transaction, then the approval of a majority of
                              the issued and outstanding shares entitled to vote
                              shall be sufficient to approve the acquisition
                              transaction; or

                              (b) If a majority of the members of the board of
                              directors has not approved an acquisition
                              transaction, or a majority of the board of
                              directors has declined or objected to an
                              acquisition transaction, then the approval of
                              sixty-six percent and two-thirds (66 2/3%) of the
                              issued and outstanding shares entitled to vote
                              shall be required to approve the acquisition
                              transaction.

                       (3)    Acquisition Transactions. The term "acquisition
                              transaction" shall include every type of
                              acquisition, whether effected by purchase,
                              exchange, merger, consolidation, tender, operation
                              of law or other means, of all or a substantial
                              part of the corporation's issued or outstanding
                              stock or assets. A "substantial part" shall mean
                              (i) more than 25% of the issued or outstanding
                              shares of the corporation or of any subsidiary or
                              subsidiaries which comprise more than 25% of the
                              consolidated assets of the corporation, or (ii)
                              assets of the corporation or any subsidiary having
                              a value of more than 25% of the total consolidated
                              assets of the corporation as of the end of the
                              most recent fiscal year of the corporation;
                              provided, however, that the term shall not apply
                              to the merger, consolidation, reorganization or
                              similar transactions of and among subsidiaries of
                              the corporation which are approved by the
                              corporation as shareholder.

                       (4)    Any amendments to this Article SEVENTH, Section
                              (F) shall require the approval of 66 2/3% of the
                              issued and outstanding shares.

     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 3, 1999 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  9, 1999

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                                     PROXY
                           CITIZENS FINANCIAL CORP.
            ANNUAL MEETING OF STOCKHOLDERS-SATURDAY, APRIL 17, 1999

          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 17, 1999 (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 NINE (9)

      ___ 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, 2002).

   ___ 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)

                                Max L. Armentrout
                                 Raymond L. Fair
                                 John F. Harris
                                  L.T. Williams

3. AMENDMENT TO THE CERTIFICATE OF INCORPORATION AS EXPLAINED IN THE NOTICE OF
   ANNUAL MEETING OF STOCKHOLDERS.

   ___ 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.

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 ___________________, 1999 (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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