Exhibit
      31.2


**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 quarterly report on Form 10-Q 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:11/13/07





/s/
                Thomas K. DerbyshireThomas
                K. DerbyshireV.P.,
                Treasurer & Principal Financial
                Officer