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                                                                    EXHIBIT 22

                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD APRIL 15, 2000


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 15,
2000, 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 two (2) Directors to serve a full three-year term
              expiring in 2003. The nominees are: Robert N. Alday; and Cyrus K.
              Kump.

              In addition to the foregoing nominees, the following seven (7)
              persons presently are serving as members of the Board of
              Directors, for terms to expire in the year indicated for each
              member: Max L. Armentrout (2002); William J. Brown (2001); Edward
              L. Campbell (2001); Raymond L. Fair (2002); John F. Harris (2002);
              Robert J. Schoonover (2001); and L. T. Williams (2002).

     3.       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 1, 2000 are entitled
to notice and to vote at the meeting.

I urge you to sign and date the closed 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

                                   Sincerely,



                                   Leesa M. Harris
                                   Secretary

March 10, 2000
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                                                              EXHIBIT 22 (cont.)

                                     PROXY

                           CITIZENS FINANCIAL CORP.
            ANNUAL MEETING OF STOCKHOLDERS-SATURDAY, APRIL 15, 2000

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                          OF CITIZENS FINANCIAL CORP.

     John A. Yeager, 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 15, 2000 (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 TWO (2) CLASS 3 DIRECTORS (To serve three-year terms until the
     Annual Meeting of Stockholders to be held in April, 2003).

     ___ 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)

                                 Robert N. Alday
                                  Cyrus K. Kump

3.   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 ___________________, 2000 (Please date this Proxy).


-----------------------------------------
   Signature of Registered Owner


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   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.