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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from  to
 Commission File No. 0-13232
 Juniata Valley Financial Corp.
  Pennsylvania
    
    23-2235254(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification No.)Bridge and Main Streets, PO Box 66Mifflintown, PA
    
    17059-0066(Address of principal executive offices)
    
    (Zip Code)
  
 o þ
 o þ
  þ o
 þ
  o þ o
  o þ
 (1)




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURES    Table of Contents  
 PART I
 
 ITEM 1. BUSINESS
 Overview
  Nature
of Operations




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Competition
      Supervision
and Regulation




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
    
    the applicable regulatory agency to assess an institutions record of meeting the
credit needs of its community;




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
    
    public disclosure of an institutions CRA rating; and
    
    that the applicable regulatory agency provide a written evaluation of an institutions
CRA performance utilizing a four-tiered descriptive rating system.
   Capital Regulation
      Gramm-Leach-Bliley Act




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Sarbanes-Oxley Act of 2002
  National Monetary Policy
   Employees
  Additional Information




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www.JVBonline.com




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ITEM 1A. RISK FACTORS
  Changes in interest rates may have an adverse effect on the Companys profitability.
 Changes in economic conditions and related uncertainties may have an adverse affect on the
Companys profitability.
 The supervision and regulation to which the Company is subject can be a competitive disadvantage.




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The Competition the Company faces is increasing and may reduce our customer base and negatively
impact the Companys results of operations.
 Changes in economic conditions and the composition of the Companys loan portfolio could lead to an
increase in the allowance for loan losses, which could decrease earnings.
 Fluctuations in the stock market could negatively affect the value of the Companys common stock.
 Anti-Takeover and Anti-Greenmail Provisions and Management Implications may keep shareholders
from receiving a premium for their shares.
 If the Company fails to maintain an effective system of internal controls, it may not be able to
accurately report its financial results or prevent fraud. As a result, current and potential
shareholders could lose confidence in the Companys financial reporting, which could harm its
business and the trading price of its common stock.




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
      
  Total Number ofShares Purchased as
    
    
    Maximum Number ofTotal Number
    
    
    Average
    
    
    Part of Publicly
    
    
    Shares that May Yet Beof Shares
    
    
    Price Paid
    
    
    Announced Plans or
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    per Share
    
    
    Programs
    
    
    Plans or ProgramsOctober 1-31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142,666November 1-30 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142,666December 1-31 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142,666Totals
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    142,666




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Total Return Performance
 
 Period EndingIndex
    
    
    12/31/01
    
    
    
    12/31/02
    
    
    
    12/31/03
    
    
    
    12/31/04
    
    
    
    12/30/05
    
    
    
    12/31/06Juniata Valley Financial Corp.
    
    
    
    100.00
    
    
    
    
    105.08
    
    
    
    
    128.11
    
    
    
    
    164.66
    
    
    
    
    197.19
    
    
    
    
    178.12Russell 3000
    
    
    
    100.00
    
    
    
    
    78.46
    
    
    
    
    102.83
    
    
    
    
    115.11
    
    
    
    
    122.16
    
    
    
    
    141.35Juniata Valley Peer Group*
    
    
    
    100.00
    
    
    
    
    120.76
    
    
    
    
    163.21
    
    
    
    
    170.81
    
    
    
    
    169.83
    
    
    
    
    174.25
 
 *
    
    Juniata Valley Peer Group consists of ACNB Corporation, Citizens & Northern Corporation, Codorus Valley
Bancorp, Inc., Columbia Financial Corp., Community Banks, Inc., Fidelity D&D Bancorp, Inc., PennRock Financial
Services Corp.(acquired 7/1/2005) and Union National Financial Corp.




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ITEM 6. SELECTED FINANCIAL DATA
  
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
  Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
  Report on Managements Assessment of Internal Control over Financial Reporting




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control deficiency
 significant deficiency
 material weakness
 Internal Control  Integrated Framework
   /s/ Francis J. Evanitsky

Francis J. Evanitsky, President and Chief Executive Officer
 /s/ JoAnn N. McMinn

JoAnn N. McMinn, Chief Financial Officer




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Report of Beard Miller Company LLP Regarding the Companys Internal Control Over Financial
Reporting
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control-Integrated Framework




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Internal Control-Integrated Framework Internal Control-Integrated
Framework
   
 Changes in Internal Control Over Financial Reporting
   
 ITEM 9B. OTHER INFORMATION




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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  Number of securitiesremaining available forNumber of securities to be
    
    
    Weighted average exercise
    
    
    future issuance underissued upon exercise of
    
    
    price of outstanding
    
    
    equity compensation plansoutstanding options,
    
    
    options, warrants and
    
    
    (excluding securitieswarrants and rights
    
    
    rights
    
    
    reflected in column a)Plan Category
       
    a
    
    
b
    
    
cEquity compensation
plans approved by
security holders
    
    
    65,746
    
    
    $
    17.83
    
    
    
    571,877Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    Total
    
    
    65,746
    
    
    $
    17.83
    
    
    
    571,877
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  (i)
    
    Report of Independent Registered Public Accounting Firm(ii)
    
    Consolidated Statements of Financial Condition as of
December 31, 2006 and December 31, 2005(iii)
    
    Consolidated Statements of Income for the fiscal
years ended December 31, 2006, December 31, 2005
and December 31, 2004(iv)
    
    Consolidated Statements of Cash Flows for the fiscal
years ended December 31, 2006, December 31, 2005 and
December 31, 2004(v)
    
    Consolidated Statements of Stockholders Equity for
the fiscal years ended December 31, 2006, December
31, 2005 and December 31, 2004(vi)
    
    Notes to Consolidated Financial Statements
 Financial Statements Schedules
 Exhibits
 3.1
    
    Amended and Restated Articles of Incorporation (incorporated by reference to
Exhibit 4.1 to the Companys Form S-3 registration statement no. 333-129023
filed with the SEC on October 14, 2005)3.2
    
    Bylaws (incorporated by reference to Exhibit 3.2 to the Companys report on
Form 8-K filed with the SEC on February 23, 2006)10.1
    
    1982 Directors Deferred Compensation Agreement for A. Jerome Cook,(incorporated
by reference to Exhibit 10.1 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.2
    
    1982 Directors Deferred Compensation Agreement for Don E. Haubert (incorporated
by reference to Exhibit 10.2 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.3
    
    1983 Directors Deferred Compensation Agreement for John A. Renninger
(incorporated by reference to Exhibit 10.3 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*10.4
    
    1986 Directors Deferred Compensation Agreement for A. Jerome Cook (incorporated
by reference to Exhibit 10.4 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.5
    
    1986 Directors Deferred Compensation Agreement for Don E. Haubert (incorporated
by




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reference to Exhibit 10.5 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.6
    
    1987 Directors Deferred Compensation Agreement for John A. Renninger
(incorporated by reference to Exhibit 10.6 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*10.7
    
    1991 Directors Deferred Compensation Agreement for A. Jerome Cook (incorporated
by reference to Exhibit 10.7 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.8
    
    1992 Directors Deferred Compensation Agreement for John A. Renninger
(incorporated by reference to Exhibit 10.8 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*10.9
    
    1992 Directors Deferred Compensation Agreement for Ronald H. Witherite
(incorporated by reference to Exhibit 10.9 to the Companys report on Form 10-K
filed with the SEC on March 28, 2003)*10.10
    
    1993 Directors Deferred Compensation Agreement for Dale G. Nace (incorporated
by reference to Exhibit 10.10 to the Companys report on Form 10-K filed with
the SEC on March 28, 2003)*10.11
    
    1988 Retirement Program for Directors (incorporated by reference to Exhibit
10.11 to the Companys report on Form 10-K filed with the SEC on March 28,
2003)*10.12
    
    1999 Directors Deferred Compensation Agreement (incorporated by reference to
Exhibit 10.12 to the Companys report on Form 10-K filed with the SEC on March
28, 2003)*10.13
    
    Director Supplemental Life Insurance/ Split Dollar Plan (incorporated by
reference to Exhibit 10.13 to the Companys report on Form 10-K filed with the
SEC on March 28, 2003)*10.14
    
    2001 Directors Retirement Agreement. Incorporated by reference to Exhibit 10.14
to the Companys report on Form 10-K filed with the SEC on March 28, 2003)*10.15
    
    2004 Executive Annual Incentive Plan (incorporated by reference to Exhibit
10.15 to the Companys report on Form 10-K filed with the SEC on March 16,
2005)*10.16
    
    Employment Agreement with Francis Evanitsky (incorporated by reference to
Exhibit 10 to the Companys report on Form 8-K filed with the SEC on June 14,
2005)*10.17
    
    Change of Control Severance Agreement with JoAnn N. McMinn (incorporated by
reference to Exhibit 10 to the Companys report on Form 10-Q filed with the SEC
on November 8, 2005).*10.18
    
    Salary Continuation Agreement with Francis J. Evanitsky* (incorporated by
reference to Exhibit 10.18 to the Companys report on Form 10-K filed with the
SEC on March 16, 2006)*13.1
    
    Portions of 2006 Annual Report to Shareholders21.1
    
    Subsidiaries of Juniata Valley Financial Corp.23.1
    
    Consent of Beard Miller Company LLP31.1
    
    Rule 13a-4(d) Certification of Francis J. Evanitsky, the Chief Executive Officer




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31.2
    
    Rule 13a-4(d) Certification of JoAnn N. McMinn, the Chief Financial Officer32.1
    
    Section 1350 Certification of Francis J. Evanitsky, the Chief Executive Officer32.2
    
    Section 1350 Certification of JoAnn N. McMinn, the Chief Financial Officer
 
 *
    
    Denotes a compensatory plan. Exhibits
 Financial Statements Schedules




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SIGNATURES
  JUNIATA VALLEY FINANCIAL CORP. (REGISTRANT)
 /s/ Francis J. EvanitskyBy  Francis J. EvanitskyDirector, President and Chief Executive Officer
  /s/ Timothy I. HaviceTimothy I. Havice
    
    March 14, 2007ChairmanRonald H. Witherite
    
    March 14, 2007Secretary/s/ Martin L. DreibelbisMartin L. Dreibelbis
    
    March 14, 2007Vice Chairman/s/ Joe E. BennerJoe E. Benner
    
    March 14, 2007Director/s/ A. Jerome CookA. Jerome Cook
    
    March 14, 2007DirectorJan G. Snedeker
    
    March 14, 2007DirectorJohn A. Renninger
    
    March 14, 2007Director/s/ Francis J. EvanitskyFrancis J. Evanitsky
    
    March 14, 2007Director, President and Chief Executive OfficerDale G. Nace
    
    March 14, 2007Director




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/s/ Harold B. ShearerHarold B. Shearer
    
    March 14, 2007DirectorPhilip E. Gingerich, Jr.
    
    March 14, 2007Director/s/ Charles L. HershbergerCharles L. Hershberger
    
    March 14, 2007Director/s/ Marshall L. HartmanMarshall L. Hartman
    
    March 14, 2007Director/s/ Robert K. Metz, Jr.Robert K. Metz, Jr.
    
    March 14, 2007DirectorRichard M. Scanlon, DMD
    
    March 14, 2007Director/s/ JoAnn N. McMinnJoAnn N. McMinn
    
    March 14, 2007Chief Financial OfficerChief Accounting Officer