UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended December 31, 2008
 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 66
Mifflintown, PA
    
    17059-0066(Address of principal executive offices)
    
    (Zip Code)


(717) 436-8211





o þ


o þ


þ o


þ




|Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o(Do not check if a smaller reporting company) | Smaller reporting company o
|------------------------- | ------------------- | -------------------------------------------------------------------- | ---------------------------

o þ


(1)


























---



##### 



PART I
 ITEM 1. BUSINESS
 Overview
  Nature of Operations




---



##### 



Competition
      Supervision and Regulation




---



##### 








---



##### 




    
    the applicable regulatory agency to assess an institutions record of meeting the
credit needs of its community;
    
    public disclosure of an institutions CRA rating; and
    
    that the applicable regulatory agency provides a written evaluation of an institutions
CRA performance utilizing a four-tiered descriptive rating system.
   Capital Regulation




---



##### 



Gramm-Leach-Bliley Act
 Sarbanes-Oxley Act of 2002




---



##### 



National Monetary Policy
   Employees
  Additional Information




---



##### 



ITEM 1A. RISK FACTORS
  Changes in interest rates may have an adverse effect on the Companys profitability.
 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.
 Declines in value may adversely impact the investment portfolio.
  Recent negative developments in the financial services industry and U.S. and global credit markets
may adversely impact our results of operations and our stock price.




---



##### 



Changes in economic conditions and related uncertainties may have an adverse affect on the
Companys profitability.
 Our results of operations are significantly affected by the ability of our borrowers to repay their
loans.
  The supervision and regulation to which the Company is subject can be a competitive disadvantage.




---



##### 



The Competition the Company faces is increasing and may reduce our customer base and negatively
impact the Companys results of operations.
 Our deposit insurance premium could be substantially higher in the future which would have an
adverse effect on our future earnings.
  Concern of customers over deposit insurance may cause a decrease in deposits at Juniata.
  The actions of the U.S. Government for the purpose of stabilizing the financial markets, or market
response to those actions, may not achieve the intended effect, and our results of operations could
be adversely affected.




---



##### 



Fluctuations in the stock market could negatively affect the value of the Companys common stock.
 Anti-takeover provisions 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.




---



##### 



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




---



##### 



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 Programs (1)October 1-31, 2008
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    218,536November 1-30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    218,536December 1-31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    218,536Totals
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    218,536




---



##### 



Period EndingIndex
    
    12/31/03
    
    12/31/04
    
    12/31/05
    
    12/31/06
    
    12/31/07
    
    12/31/08Juniata Valley Financial Corp.
    
    
    100.00
    
    
    
    128.53
    
    
    
    153.92
    
    
    
    139.03
    
    
    
    141.81
    
    
    
    136.24Russell 3000
    
    
    100.00
    
    
    
    111.95
    
    
    
    118.80
    
    
    
    137.47
    
    
    
    144.54
    
    
    
    90.61Juniata Valley Peer Group 2007*
    
    
    100.00
    
    
    
    103.78
    
    
    
    100.26
    
    
    
    97.57
    
    
    
    81.85
    
    
    
    74.60Juniata
Valley Custom Peer Group 2008**
    
    
    100.00
    
    
    
    116.60
    
    
    
    106.13
    
    
    
    115.72
    
    
    
    101.56
    
    
    
    94.63
 
 *
    
    Juniata Valley Peer Group 2007 consists of ACNB Corporation, Citizens & Northern Corporation, Codorus Valley Bancorp, Inc.,
Fidelity D&D Bancorp, Inc. and Union National Financial Corp.**
    
    Juniata Valley Custom Peer Group 2008 consists of First Community Financial Corporation, F.N.B. Corporation, Kish Bancorp, Inc.,
Mifflinburg Bank & Trust Company, Mid Penn Bancorp, Inc., Northumberland Bancorp, Orrstown Financial Services, Inc.




---



##### 



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
  Internal Control  Integrated
Framework
  /s/ Francis J. EvanitskyFrancis J. Evanitsky,President and Chief Executive Officer /s/ JoAnn N. McMinnJoAnn N. McMinn,Chief Financial Officer Changes in Internal Control Over Financial Reporting




---



##### 



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




---



##### 



-2-  Internal
Control-Integrated Framework
  /s/ Beard Miller Company LLPBeard Miller Company LLPLancaster, PennsylvaniaMarch 13, 2009 ITEM 9B. OTHER INFORMATION




---



##### 



PART III
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  ITEM 11. EXECUTIVE COMPENSATION
  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    for future issuancesecurities to be
    
    
    
    
    
    under equityissued upon
    
    Weighted average
    
    compensation plansexercise of
    
    exercise price of
    
    (excludingoutstanding
    
    outstanding
    
    securitiesoptions, warrants
    
    options, warrants
    
    reflected in columnand rights
    
    and rights
    
    a)Plan Category
    
    a
    
    b
    
    cEquity
compensation plans approved by security holders
    
    
    85,985
    
    
    $
    18.73
    
    
    
    544,387Equity compensation plans not approved by security holders
    
    
    
    
    
    
    Total
    
    
    85,985
    
    
    $
    18.73
    
    
    
    544,387
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE




---



##### 



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,
2008 and December 31, 2007(iii)
    
    Consolidated Statements of Income for the fiscal years ended
December 31, 2008, December 31, 2007 and December 31, 2006(iv)
    
    Consolidated Statements of Cash Flows for the fiscal years ended
December 31, 2008, December 31, 2007 and December 31, 2006(v)
    
    Consolidated Statements of Stockholders Equity for the fiscal years
ended December 31, 2008, December 31, 2007 and December 31, 2006(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 December 21, 2007)10.1
    
    1982 Directors Deferred Compensation Agreement for A. Jerome Cook*10.2
    
    1986 Directors Deferred Compensation Agreement for A. Jerome Cook *10.3
    
    1988 Retirement Program for Directors*10.4
    
    1991 Directors Deferred Compensation Agreement for A. Jerome Cook *10.5
    
    1992 Directors Deferred Compensation Agreement for Ronald H. Witherite *10.6
    
    1993 Directors Deferred Compensation Agreement for Dale G. Nace *




---



##### 



10.7
    
    1999 Directors Deferred Compensation Agreement*10.8
    
    Director Supplemental Life Insurance/ Split Dollar Plan*10.9
    
    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)*10.10
    
    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)*10.11
    
    Amendment to Employment Agreement with Francis Evanitsky (incorporated by
reference to the Companys report on form 8-K filed with the SEC on December
31, 2008).*10.12
    
    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).*10.13
    
    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)*10.14
    
    Salary Continuation Agreement with JoAnn N. McMinn (incorporated by reference
to Exhibit 10.17 to the Companys report on Form 10-K filed with the SEC on
March 14, 2008)*10.15
    
    Salary Continuation Agreement with Marcie A. Barber (incorporated by reference
to Exhibit 10.17 to the Companys report on Form 10-K filed with the SEC on
March 14, 2008)*10.16
    
    Change of Control Severance Agreement with Marcie A. Barber (incorporated by
reference to Exhibit 10.19 to the Companys report on Form 8-K filed with the
SEC on May 27, 2008).*13.1
    
    Excerpts from 2008 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 Officer31.2
    
    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.(b)
    
    Exhibits. The exhibits required to be filed as part of this report are submitted as a
separate section of this report.(c)
    
    Financial Statements Schedules. None Required.




---



##### 



SIGNATURES
  JUNIATA VALLEY FINANCIAL CORP. (REGISTRANT)
Date: March 13, 2009/s/ Francis J. EvanitskyBy: Francis J. EvanitskyDirector, President and Chief Executive Officer  /s/ Martin L. DreibelbisMartin L. Dreibelbis
Chairman
    
    March 13, 2009/s/ Ronald H. WitheriteRonald H. Witherite
Secretary
    
    March 13, 2009/s/ Philip E. Gingerich, Jr.Philip E. Gingerich, Jr.
Vice Chairman
    
    March 13, 2009/s/ Joe E. BennerJoe E. Benner 
Director
    
    March 13, 2009/s/ A. Jerome CookA. Jerome Cook
Director
    
    March 13, 2009/s/ Jan G. SnedekerJan G. Snedeker
Director
    
    March 13, 2009/s/ Francis J. EvanitskyFrancis J. Evanitsky
Director, President and Chief Executive Officer
    
    March 13, 2009/s/ Dale G. NaceDale G. Nace
Director
    
    March 13, 2009/s/ Timothy I. HaviceTimothy I. Havice 
Director
    
    March 13, 2009




---



##### 



/s/ Charles L. HershbergerCharles L. Hershberger
Director
    
    March 13, 2009/s/ Marshall L. HartmanMarshall L. Hartman
Director
    
    March 13, 2009/s/ Robert K. Metz, Jr.Robert K. Metz, Jr.
Director
    
    March 13, 2009/s/ Richard M. ScanlonRichard M. Scanlon, DMD
Director
    
    March 13, 2009/s/ JoAnn N. McMinnJoAnn N. McMinn
Chief Financial Officer
Chief Accounting Officer
    
    March 13, 2009