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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934



For the quarterly period ended September 30,
2003



Commission file number 2-96144



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CITIZENS FINANCIAL CORP.

(Exact name of registrant as specified in its
charter)



|Delaware                                                      |  | 55-0666598                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



|213 Third Street, Elkins, West Virginia  |  | 26241     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



(304) 636-4095

(Registrants telephone number, including area code)



Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)



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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No ̈



Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ̈No x



Indicate the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date.



|Class                       |  | Outstanding atOctober 21, 2003
|--------------------------- |  | ------------------------------
|Common Stock ($2 par value) |  | 631,378                       



This report contains 27
pages.



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1



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FORM 10-Q

CITIZENS FINANCIAL CORP.

Quarter Ended September 30, 2003



INDEX



|         |  |                                         |  |                                                                                                                                                                          |  | Page No.
|-------- |  | --------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------
|         |  |                                        
|Part I.  |  | Financial Information                   |  |                                                                                                                                                                         
|         |  |                                         | 
|         |  | Item 1.                                 |  | Financial Statements                                                                                                                                                     |  |         
|         |  |                                         | 
|         |  |                                         |  | Condensed Consolidated Balance Sheets September 30, 2003 and December 31, 2002                                                                                           |  | 3       
|         |  |                                         | 
|         |  |                                         |  | Condensed Consolidated Statements of Income Three Months Ended September 30, 2003 and September 30, 2002 and Nine Months Ended September 30, 2003 and September 30, 2002 |  | 4       
|         |  |                                         | 
|         |  |                                         |  | Statements of Comprehensive Income Three Months Ended September 30, 2003 and September 30, 2002 and Nine Months Ended September 30, 2003 and September 30, 2002          |  | 5       
|         |  |                                         | 
|         |  |                                         |  | Condensed Consolidated Statements of Changes in Shareholders Equity Nine Months Ended September 30, 2003 and September 30, 2002                                         |  | 6       
|         |  |                                         | 
|         |  |                                         |  | Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2003 and September 30, 2002                                                              |  | 7       
|         |  |                                         | 
|         |  |                                         |  | Notes to Condensed Consolidated Financial Statements                                                                                                                     |  | 8       
|         |  |                                         | 
|         |  | Item 2.                                 |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                    |  | 12  19 
|         |  |                                         | 
|         |  | Item 3.                                 |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                               |  | 20      
|         |  |                                         | 
|         |  | Item 4.                                 |  | Controls and Procedures                                                                                                                                                  |  | 21      
|         |  |                                        
|Part II. |  | Other Information and Index to Exhibits |  |                                                                                                                                                                         
|         |  |                                        
|         |  | Items 1 through 6                       |  | 22                                                                                                                                                                      
|         |  |                                        
|         |  | Signatures                              |  | 23                                                                                                                                                                      



2



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PART I ITEM I  FINANCIAL INFORMATION

CITIZENS FINANCIAL CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars)



|                                                                                  |  | Sept. 30,2003 |         |   | Dec. 31,2002 |  
|--------------------------------------------------------------------------------- |  | ------------- | ------- | - | ------------ | -
|                                                                                  |  | (Unaudited)   |         |   | *            |  
|ASSETS                                                                            |  |               |         |   |              |  
|Cash and due from banks                                                           |  | $             | 4,616   |   |              | $
|Federal funds sold                                                                |  |               | 400     |   |              |  
|Securities available for sale                                                     |  |               | 64,418  |   |              |  
|Loans, less allowance for loan losses of $1,377 and $1,386, respectively          |  |               | 125,551 |   |              |  
|Premises and equipment                                                            |  |               | 3,066   |   |              |  
|Accrued interest receivable                                                       |  |               | 1,180   |   |              |  
|Other assets                                                                      |  |               | 3,962   |   |              |  
|                                                                                  |  |               |         |   |              |  
|Total Assets                                                                      |  | $             | 203,193 |   |              | $
|                                                                                  |  |               |         |   |              |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                              |  |               |         |   |              |  
|Deposits:                                                                         |  |               |         |   |              |  
|Noninterest bearing                                                               |  | $             | 21,045  |   |              | $
|Interest bearing                                                                  |  |               | 142,113 |   |              |  
|                                                                                  |  |               |         |   |              |  
|Total deposits                                                                    |  |               | 163,158 |   |              |  
|Short-term borrowings                                                             |  |               | 13,691  |   |              |  
|Long-term borrowings                                                              |  |               | 3,817   |   |              |  
|Other liabilities                                                                 |  |               | 1,722   |   |              |  
|                                                                                  |  |               |         |   |              |  
|Total liabilities                                                                 |  |               | 182,388 |   |              |  
|                                                                                  |  |               |         |   |              |  
|Commitments and contingencies                                                     |  |               |         |   |              |  
|SHAREHOLDERS EQUITY                                                              |  |               |         |   |              |  
|Common stock, $2.00 par value, authorized 2,250,000 shares, issued 750,000 shares |  |               | 1,500   |   |              |  
|Additional paid in capital                                                        |  |               | 2,100   |   |              |  
|Retained earnings                                                                 |  |               | 18,875  |   |              |  
|Accumulated other comprehensive income                                            |  |               | 784     |   |              |  
|Treasury stock at cost, 111,192 and 103,477 shares, respectively                  |  |               | (2,454  | ) |              |  
|                                                                                  |  |               |         |   |              |  
|Total shareholders equity                                                        |  |               | 20,805  |   |              |  
|                                                                                  |  |               |         |   |              |  
|Total Liabilities and Shareholders Equity                                        |  | $             | 203,193 |   |              | $
|                                                                                  |  |               |         |   |              |  



|* | From audited financial statements.
|- | ----------------------------------



The accompanying notes are an integral part of these financial statements.



3



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CITIZENS FINANCIAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands of dollars, except per share data)



|                                                    |  | Three Months EndedSeptember 30, |         | Nine Months EndedSeptember 30,
|--------------------------------------------------- |  | ------------------------------- | ------- | ------------------------------
|                                                    |  | 2003                            |         | 2002                          
|                                                    |  | (Unaudited)                     |         | (Unaudited)                   
|INTEREST INCOME                                     |  |                                 |         |                               
|Interest and fees on loans                          |  | $                               | 2,268   |                               
|Interest and dividends on securities:               |  |                                 |         |                               
|Taxable                                             |  |                                 | 496     |                               
|Tax-exempt                                          |  |                                 | 88      |                               
|Interest on federal funds sold                      |  |                                 | 6       |                               
|                                                    |  |                                 |         |                               
|Total interest income                               |  |                                 | 2,858   |                               
|                                                    |  |                                 |         |                               
|INTEREST EXPENSE                                    |  |                                 |         |                               
|Interest on deposits                                |  |                                 | 703     |                               
|Interest on short-term borrowings                   |  |                                 | 65      |                               
|Interest on long-term borrowings                    |  |                                 | 29      |                               
|                                                    |  |                                 |         |                               
|Total interest expense                              |  |                                 | 797     |                               
|                                                    |  |                                 |         |                               
|Net interest income                                 |  |                                 | 2,061   |                               
|Provision for loan losses                           |  |                                 | 81      |                               
|                                                    |  |                                 |         |                               
|Net interest income after provision for loan losses |  |                                 | 1,980   |                               
|                                                    |  |                                 |         |                               
|NONINTEREST INCOME                                  |  |                                 |         |                               
|Trust department income                             |  |                                 | 87      |                               
|Brokerage fees                                      |  |                                 | 3       |                               
|Service fees                                        |  |                                 | 171     |                               
|Insurance commissions                               |  |                                 | 15      |                               
|Security gains/(losses)                             |  |                                 | 0       |                               
|Secondary market loan fees                          |  |                                 | 23      |                               
|Other                                               |  |                                 | 38      |                               
|                                                    |  |                                 |         |                               
|Total noninterest income                            |  |                                 | 337     |                               
|                                                    |  |                                 |         |                               
|NONINTEREST EXPENSE                                 |  |                                 |         |                               
|Salaries and employee benefits                      |  |                                 | 871     |                               
|Net occupancy expense                               |  |                                 | 61      |                               
|Equipment rentals, depreciation and maintenance     |  |                                 | 102     |                               
|Data processing                                     |  |                                 | 111     |                               
|Director fees                                       |  |                                 | 57      |                               
|Postage                                             |  |                                 | 44      |                               
|Professional service fees                           |  |                                 | 33      |                               
|Stationery                                          |  |                                 | 28      |                               
|Other                                               |  |                                 | 232     |                               
|                                                    |  |                                 |         |                               
|Total noninterest expense                           |  |                                 | 1,539   |                               
|                                                    |  |                                 |         |                               
|Income before income taxes                          |  |                                 | 778     |                               
|Income tax expense                                  |  |                                 | 239     |                               
|                                                    |  |                                 |         |                               
|Net income                                          |  | $                               | 539     |                               
|                                                    |  |                                 |         |                               
|Basic and fully diluted earnings per common share   |  | $                               | .84     |                               
|                                                    |  |                                 |         |                               
|Weighted average shares outstanding                 |  |                                 | 641,146 |                               
|Dividends per common share                          |  | $                               | .30     |                               
|                                                    |  |                                 |         |                               



The accompanying notes
are an integral part of these financial statements.





4



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CITIZENS FINANCIAL CORP.

STATEMENTS OF COMPREHENSIVE INCOME

(In thousands of dollars)



|                                                                            |  | Three Months EndedSeptember 30, |      |   | Nine Months EndedSeptember 30, |  
|--------------------------------------------------------------------------- |  | ------------------------------- | ---- | - | ------------------------------ | -
|                                                                            |  | 2003                            |      |   | 2002                           |  
|                                                                            |  | (Unaudited)                     |      |   | (Unaudited)                    |  
|Net income                                                                  |  | $                               | 539  |   |                                | $
|Other comprehensive income:                                                 |  |                                 |      |   |                                |  
|Gross unrealized gains/(losses) arising during the period                   |  |                                 | (811 | ) |                                |  
|Adjustment for income tax (expense)/benefit                                 |  |                                 | 308  |   |                                |  
|                                                                            |  |                                 |      |   |                                |  
|                                                                            |  |                                 | (503 | ) |                                |  
|Less: Reclassification adjustment for (gains)/losses included in net income |  |                                 | 0    |   |                                |  
|Adjustment for income tax expense/(benefit)                                 |  |                                 | 0    |   |                                |  
|                                                                            |  |                                 |      |   |                                |  
|                                                                            |  |                                 | 0    |   |                                |  
|Other comprehensive income, net of tax                                      |  |                                 | (503 | ) |                                |  
|                                                                            |  |                                 |      |   |                                |  
|Comprehensive income                                                        |  | $                               | 36   |   |                                | $
|                                                                            |  |                                 |      |   |                                |  



The accompanying notes
are an integral part of these financial statements.





5



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CITIZENS FINANCIAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

(In thousands of dollars)



|                                                 |  | Nine Months Ended September 30, 2003 and 2002 | 
|------------------------------------------------ |  | --------------------------------------------- | 
|                                                 |  | (unaudited)                                   | 
|                                                 |  |                                               | 
|                                                 |  | Common Stock                                  | 
|                                                 |  | Shares                                        | 
|Balance, January 1, 2002                         |  | 750,000                                       | 
|Net income                                       |  |                                               | 
|Net change in unrealized gain/loss on securities |  |                                               | 
|Cash dividends declared ($.75 per share)         |  |                                               | 
|Purchase of 2,350 shares of treasury stock       |  |                                               | 
|                                                 |  |                                               | 
|Balance September 30, 2002                       |  | 750,000                                       | 
|                                                 |  |                                               | 
|Balance, January 1, 2003                         |  | 750,000                                       | 
|Net income                                       |  |                                               | 
|Net change in unrealized gain/loss on securities |  |                                               | 
|Cash dividends declared ($.90 per share)         |  |                                               | 
|Purchase of 7,715 shares of treasury stock       |  |                                               | 
|                                                 |  |                                               | 
|Balance September 30, 2003                       |  | 750,000                                       | 
|                                                 |  |                                               | 



The accompanying notes
are an integral part of these financial statements.





6



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CITIZENS FINANCIAL CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)



|                                                                              |  | Nine Months EndedSeptember 30, |        
|----------------------------------------------------------------------------- |  | ------------------------------ | -------
|                                                                              |  | 2003                           |        
|                                                                              |  | (Unaudited)                    |        
|Cash flows from operating activities:                                         |  |                                |        
|Net Income                                                                    |  | $                              | 1,542  
|Adjustments to reconcile net income to cash provided by operating activities: |  |                                |        
|Provision for loan losses                                                     |  |                                | 243    
|Depreciation and amortization                                                 |  |                                | 266    
|Amortization and accretion on securities                                      |  |                                | 213    
|(Gain)/loss on disposal of equipment                                          |  |                                | 1      
|(Gain)/loss on sale of OREO                                                   |  |                                | (1     
|(Increase)/decrease in accrued interest receivable                            |  |                                | (19    
|(Increase)/decrease in other assets                                           |  |                                | (74    
|Increase/(decrease) in other liabilities                                      |  |                                | 223    
|                                                                              |  |                                |        
|Cash provided by operating activities                                         |  |                                | 2,394  
|                                                                              |  |                                |        
|Cash flows from investing activities:                                         |  |                                |        
|Proceeds from principal payments received on securities available for sale    |  |                                | 4,559  
|Proceeds from maturities and calls of securities available for sale           |  |                                | 10,515 
|Purchases of securities available for sale                                    |  |                                | (26,361
|Proceeds from sale of securities available for sale                           |  |                                | 134    
|Purchases of premises and equipment                                           |  |                                | (178   
|Purchase of bank owned life insurance                                         |  |                                | 0      
|Proceeds from sale of other real estate                                       |  |                                | 20     
|(Increase)/decrease in loans                                                  |  |                                | (10,625
|                                                                              |  |                                |        
|Cash used in investing activities                                             |  |                                | (21,936
|                                                                              |  |                                |        
|Cash flows from financing activities:                                         |  |                                |        
|Cash dividends paid                                                           |  |                                | (579   
|Acquisition of treasury stock                                                 |  |                                | (303   
|Increase/(decrease) in short-term borrowing                                   |  |                                | 3,296  
|Proceeds from long-term borrowing                                             |  |                                | 3,000  
|Repayment of long-term borrowing                                              |  |                                | (1,062 
|Increase/(decrease) in time deposits                                          |  |                                | 5,524  
|Increase/(decrease) in other deposits                                         |  |                                | 9,893  
|                                                                              |  |                                |        
|Cash provided by financing activities                                         |  |                                | 19,769 
|                                                                              |  |                                |        
|Net increase in cash and cash equivalents                                     |  |                                | 227    
|Cash and cash equivalents at beginning of period                              |  |                                | 4,789  
|                                                                              |  |                                |        
|Cash and cash equivalents at end of period                                    |  | $                              | 5,016  
|                                                                              |  |                                |        
|Supplemental disclosure of cash flow information:                             |  |                                |        
|Cash payments for:                                                            |  |                                |        
|Interest on deposits and other borrowings                                     |  | $                              | 2,491  
|Income taxes                                                                  |  | $                              | 684    
|Supplemental schedule of noncash investing and financing activities:          |  |                                |        
|Other real estate and other assets acquired in settlement of loans            |  | $                              | 18     



The accompanying notes
are an integral part of these financial statements.



7



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CITIZENS FINANCIAL CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1  BASIS OF PRESENTATION



The
accounting and reporting policies of Citizens Financial Corp. and Subsidiaries (Citizens or the company) conform to accounting principles generally accepted in the United States of America and to general practices within the
financial services industry. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.



The condensed consolidated statements contained herein include the
accounts of Citizens Financial Corp. and its wholly-owned subsidiaries, Citizens National Bank (the bank) and Citizens Financial Services, LLC. All significant intercompany balances and transactions have been eliminated. The information
contained in the financial statements is unaudited except where indicated. In the opinion of management, all adjustments for a fair presentation of the results of the interim periods have been made. All such adjustments were of a normal, recurring
nature. The results of operations for the nine months ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year. The financial statements and notes included herein should be read in conjunction with
those included in Citizens 2002 Annual Report to Shareholders and Form 10-K.



NOTE 2  RECLASSIFICATIONS



Certain
accounts in the condensed consolidated financial statements for 2002, as previously presented, have been reclassified to conform with current year classifications.



NOTE 3  SECURITIES



The amortized cost, unrealized gains, unrealized losses and estimated fair values of securities at September 30, 2003 and December 31, 2002 are summarized
as follows (in thousands):



|                                            |  | September 30, 2003
|------------------------------------------- |  | ------------------
|                                            |  | AmortizedCost     
|                                            |  | (Unaudited)       
|Available for sale:                         |  |                   
|U.S. Government agencies and corporations   |  | $                 
|Mortgage backed securities-                 |  |                   
|U.S. Government agencies and corporations   |  |                   
|Corporate debt securities                   |  |                   
|Tax exempt state and political subdivisions |  |                   
|Federal Reserve Bank stock                  |  |                   
|Federal Home Loan Bank stock                |  |                   
|                                            |  |                   
|Total securities available for sale         |  | $                 
|                                            |  |                   





8



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|                                            |  | December 31, 2002*
|------------------------------------------- |  | ------------------
|                                            |  | AmortizedCost     
|                                            |  | *                 
|Available for sale:                         |  |                   
|U. S. Government agencies and corporations  |  | $                 
|Mortgage-backed securities                 |  |                   
|U. S. Government agencies and corporations  |  |                   
|Corporate debt securities                   |  |                   
|Tax exempt state and political subdivisions |  |                   
|Federal Reserve Bank stock                  |  |                   
|Federal Home Loan Bank stock                |  |                   
|                                            |  |                   
|Total securities available for sale         |  | $                 
|                                            |  |                   



|* | From audited financial statements.
|- | ----------------------------------



The maturities, amortized cost and estimated fair values of the banks securities at September 30, 2003 are summarized as follows (in thousands):



|                                |  | Available for sale
|------------------------------- |  | ------------------
|                                |  | AmortizedCost     
|Due within 1 year               |  | $                 
|Due after 1 but within 5 years  |  |                   
|Due after 5 but within 10 years |  |                   
|Due after 10 years              |  |                   
|Equity securities               |  |                   
|                                |  |                   
|                                |  | $                 
|                                |  |                   



Mortgage backed
securities have remaining contractual maturities ranging from 1 to 18 years and are reflected in the maturity distribution schedule shown above based on their anticipated average life to maturity, which ranges from .6 to 6.3 years. The
companys equity securities are required to be held for membership in the Federal Reserve and Federal Home Loan Bank and are shown at cost since they may only be sold to the respective issuer or another member at par.



The proceeds from sales, calls and maturities of securities, including
principal payments received on mortgage backed securities, and the related gross gains and losses realized for the nine month periods ended September 30, 2003 and 2002 are as follows (in thousands):



|                              |  | Proceeds From |     | Gross Realized     
|----------------------------- |  | ------------- | --- | -------------------
|                              |  | Sales         |     | Calls andMaturities
|September 30, 2003:           |  |               |     |                    
|Securities available for sale |  | $             | 134 |                    
|                              |  |               |     |                    
|September 30, 2002:           |  |               |     |                    
|Securities available for sale |  | $             | 0   |                    
|                              |  |               |     |                    



At September 30, 2003
and December 31, 2002 securities with an amortized cost of $20,556,000 and $19,210,000, respectively, with estimated fair values of $21,296,000 and $20,171,000, respectively, were pledged to secure public deposits,



9



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securities sold under agreements to repurchase, and for other purposes required or permitted by law.



At September 30, 2003, the company had a concentration within its corporate
debt securities classification which included obligations of financial services industry companies with global operations having an approximate amortized cost of $3,595,000 and an estimated fair value of $3,684,000. There were no concentrations with
any one issuer.



NOTE 4  LOANS



Total loans are summarized as follows (in thousands):



|                                                                           |  | September30, 2003 |         |   | December 31,2002 |  
|-------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | -
|                                                                           |  | (Unaudited)       |         |   | *                |  
|Commercial, financial and agricultural                                     |  | $                 | 22,618  |   |                  | $
|Real estate  construction                                                 |  |                   | 5,478   |   |                  |  
|Real estate  mortgage                                                     |  |                   | 83,613  |   |                  |  
|Installment loans                                                          |  |                   | 12,413  |   |                  |  
|Other                                                                      |  |                   | 2,853   |   |                  |  
|                                                                           |  |                   |         |   |                  |  
|Total loans                                                                |  |                   | 126,975 |   |                  |  
|Net deferred loan origination costs                                        |  |                   | (47     | ) |                  |  
|Less unearned income                                                       |  |                   | 0       |   |                  |  
|                                                                           |  |                   |         |   |                  |  
|Total loans net of unearned income and net deferred loan origination costs |  |                   | 126,928 |   |                  |  
|Less allowance for loan losses                                             |  |                   | 1,377   |   |                  |  
|                                                                           |  |                   |         |   |                  |  
|Loans, net                                                                 |  | $                 | 125,551 |   |                  | $
|                                                                           |  |                   |         |   |                  |  

|* | From audited financial statements
|- | ---------------------------------



NOTE 5  ALLOWANCE FOR LOAN LOSSES



Analyses of the allowance for loan losses are presented below (in thousands):



|                               |  | Three Months EndedSeptember 30, |       | Nine Months EndedSeptember 30,
|------------------------------ |  | ------------------------------- | ----- | ------------------------------
|                               |  | 2003                            |       | 2002                          
|Balance at beginning of period |  | $                               | 1,444 |                               
|                               |  |                                 |       |                               
|Loans charged off:             |  |                                 |       |                               
|Commercial and industrial      |  |                                 | 124   |                               
|Real estate  mortgage         |  |                                 | 0     |                               
|Consumer and other             |  |                                 | 27    |                               
|                               |  |                                 |       |                               
|Total                          |  |                                 | 151   |                               
|                               |  |                                 |       |                               
|Recoveries:                    |  |                                 |       |                               
|Commercial and industrial      |  |                                 | 1     |                               
|Real estate  mortgage         |  |                                 | 0     |                               
|Consumer and other             |  |                                 | 2     |                               
|                               |  |                                 |       |                               
|Total recoveries               |  |                                 | 3     |                               
|                               |  |                                 |       |                               
|Net losses                     |  |                                 | 148   |                               
|Provision for loan losses      |  |                                 | 81    |                               
|                               |  |                                 |       |                               
|Balance at end of period       |  | $                               | 1,377 |                               
|                               |  |                                 |       |                               



10



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NOTE 6  DEPOSITS



The following is a summary of interest bearing deposits by type (in thousands):



|                                            |  | September 30,2003 |         | December 31,2002
|------------------------------------------- |  | ----------------- | ------- | ----------------
|                                            |  | (Unaudited)       |         | *               
|Interest bearing checking                   |  | $                 | 30,687  |                 
|Money market accounts                       |  |                   | 8,924   |                 
|Savings accounts                            |  |                   | 27,926  |                 
|Certificates of deposit under $100,000      |  |                   | 48,074  |                 
|Certificates of deposit of $100,000 or more |  |                   | 26,502  |                 
|                                            |  |                   |         |                 
|                                            |  | $                 | 142,113 |                 
|                                            |  |                   |         |                 

|* | per audited financial statements
|- | --------------------------------



NOTE 7  COMMITMENTS AND CONTINGENCIES



The company is not aware of any commitments or contingencies which may reasonably be expected to have a material impact on operating results, liquidity or
capital resources. Known commitments and contingencies include the maintenance of reserve balances with the Federal Reserve, various legal actions arising in the normal course of business and commitments to extend credit.



NOTE 8  FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK



In the normal course of business, the bank is a party to financial
instruments with off-balance-sheet risk. Those instruments include commitments to extend credit and standby letters of credit which are issued to meet the financing needs of customers. Those instruments involve, to varying degrees, elements of
credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts of those instruments reflect the extent of involvement the bank has in particular classes of financial instruments.



|Financial instruments whose contract amounts represent credit risk (in thousands) |  | Sept. 30, 2003(unaudited) |        | Dec. 31, 2002*
|--------------------------------------------------------------------------------- |  | ------------------------- | ------ | --------------
|Commitments to extend credit                                                      |  | $                         | 29,239 |               
|Standby letters of credit                                                         |  |                           | 289    |               
|                                                                                  |  |                           |        |               
|Total                                                                             |  | $                         | 29,528 |               
|                                                                                  |  |                           |        |               

The banks exposure to credit loss in the event of nonperformance by the other party to the
financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The bank uses the same credit policies in making commitments and conditional obligations as it does
for on-balance sheet instruments.



|* | From audited financial statements.
|- | ----------------------------------



NOTE 9  EARNINGS PER SHARE



Basic earnings per share is based on the weighted average number of shares outstanding during the period. For the nine months ended September 30, 2003 and
2002 the weighted average number of shares were 644,480 and 648,125, respectively, while 641,146 and 647,139 shares were outstanding for the three month periods ending on the same dates. There were no dilutive securities outstanding during any of
the periods covered by this report.



11



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Part 1 Item 2

MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS



INTRODUCTION AND CRITICAL ACCOUNTING POLICIES



The following discussion and analysis presents the significant changes in financial condition and the results of operations of Citizens Financial Corp.
and its subsidiaries, Citizens National Bank of Elkins, and Citizens Financial Services, LLC, for the periods indicated and should be read in conjunction with our 2002 audited financial statements and Annual Report on Form 10-K. Because our primary
business activities are conducted through the bank, this discussion focuses primarily on the financial condition and operations of the bank. This discussion may contain forward looking statements based on managements current expectations. This
forward looking information involves uncertainties including those associated with interest rates, the general economic environment, regulations, competitive changes, and other risks. Forward looking statements can be identified by words such as
may, will, expect, anticipate, believe, estimate, plans, intends, or similar words. We do not attempt to update any forward looking statements. When
provided, we intend forward looking information to assist readers in understanding anticipated future operations and we include them pursuant to applicable safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual
results may differ materially. Amounts and percentages used in this discussion have been rounded.



As explained in Note 1 of this report, these financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America and general practices within the financial services industry. As such, we are required to make estimates and assumptions that can affect the amounts in our financial statements. A summary of our most significant accounting
policies, including an explanation of how assets and liabilities are valued, is presented in Note 1 to the consolidated financial statements of our 2002 Annual Report on Form 10-K.



Due to the subjective valuation techniques used and the sensitivity of our financial statements to the assumptions and
estimates needed to determine the allowance for loan losses, we have identified the determination of the allowance as a critical accounting estimate. As such, it could be subject to revision as new information becomes available. Should this occur,
changes to the provision for loan losses, which may increase or decrease future earnings, may be necessary. A discussion of the methods we use to determine our allowance for loan losses is presented later in this report.



RESULTS OF OPERATIONS



EARNINGS SUMMARY



Net income for the third quarter of 2003 of $539,000 was $58,000, or 12.1%, more than in the third quarter of 2002 and reflects an improvement in net
interest income. Return on average assets for the quarter was 1.07% compared with 1.06% in the third quarter of 2002. On a year-to-date basis net income totaled $1,542,000 in 2003 and $1,333,000 in 2002 and the returns on average assets were 1.08%
and 1.03%, respectively. Earnings per share for the nine months increased from $2.06 to $2.39 while dividends per share also increased from $.75 to $.90. Additional details concerning our results of operations are addressed in the following sections
of this report.



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NET INTEREST INCOME



Net interest income represents the primary component of our earnings. It is the difference between interest and fee income generated by interest earning
assets and interest expense incurred to carry interest bearing liabilities. Net interest income is affected by changes in balance sheet composition and interest rates. We attempt to maximize net interest income by determining the optimal product mix
in light of current and expected yields on assets, cost of funds and economic conditions while maintaining an acceptable degree of risk.



When compared to last year net interest income improved by $169,000 to $2,061,000 in the third quarter and $588,000 to $6,124,000 for the full nine
months. In both cases this may be traced to lower levels of interest expense.



Throughout 2003 we have experienced strong growth. Average earning assets of $179,325,000 are $16.6 million more than in the first three quarters of 2002. However, lower interest rates have caused interest income to
remain relatively stable at approximately $8.5 million year-to-date and $2.9 million for the quarter. Average interest bearing liabilities, including deposits and borrowings, used to fund these assets have also risen, by $15.8 million to
$149,424,000. Because interest rates have remained low, the rates paid for these funds have fallen and total interest expense has decreased despite the increase in the size of our interest bearing liabilities. On a year-to-date basis interest
expense has decreased $637,000 to $2,414,000 and for the quarter a decrease of $222,000 put interest expense at $797,000. This lower cost of funds, down to 2.12% for the nine months of 2003 compared to 3.05% during the same period last year, is the
primary reason net interest income has risen.



Net interest
margin is a measure which relates net interest income to earning assets. It is commonly used to gauge the effectiveness of a financial institution in managing both interest earning assets and interest bearing liabilities. Through the first three
quarters of 2003 our net interest margin of 4.72% is up slightly from last Septembers 4.68% and is significantly in excess of the peer group average of 4.30%. We attempt to maintain a strong net interest margin through our asset/liability
management practices which are further discussed in Part I, Item 3 of this report.



PROVISION FOR LOAN LOSSES



The provision for
loan losses is managements estimate of the amount which must be charged against current earnings in order to maintain the allowance for loan losses at a level considered adequate to provide for losses that can be reasonably anticipated based
on quarterly evaluations of the loan portfolio. The provision was $81,000 for the third quarter of 2003 and $72,000 for the third quarter last year. On a year-to-date basis the provision totaled $243,000 and $198,000, respectively. The factors which
we consider in establishing the provision for loan losses, and in analyzing the allowance for loan losses, are discussed later in this report under the Allowance for Loan Losses section.



NONINTEREST INCOME



Noninterest income, which includes all revenues other than interest and fee income related to earning assets, totaled
$337,000 during the third



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quarter of 2003, down from $356,000 in the third quarter of last year. On a year-to-date basis noninterest income is up $6,000 to $966,000.



For the quarter, trust fees and service fees each recorded strong
performances increasing by $33,000 and $11,000, respectively. Other noninterest income also posted a $14,000 increase due to income generated by insurance contracts which the bank purchased in August, 2002 to fund a nonqualified postretirement
benefit program for directors and certain officers. However, fees from our brokerage and secondary market mortgage loan programs were both down. Brokerage fees were just $3,000 for the quarter compared to $27,000 in the third quarter of 2002 as many
customers continue to express a preference for bank insured products over other forms of investment. Our secondary market loan fees fell by $58,000 to $23,000 due to a restructuring of the fee splitting arrangement between the bank and mortgage
originators as well as the effects of rising mortgage interest rates.



Results for the full nine month period reflect many of the same underlying factors with improved trust and service fee income, lower brokerage and secondary market loan fees, and the earnings from the insurance contracts supporting the
other noninterest income category.



NONINTEREST EXPENSE



Noninterest expense includes all items of expense other than interest
expense, the provision for loan losses, and income taxes. Noninterest expense for the third quarter of the year increased $86,000 to $1,539,000 while the year-to-date increase of $303,000 brings total noninterest expense to $4,567,000. In both cases
the majority of the increase may be traced to employee costs.



For the quarter, salaries and employee benefits increased $107,000 to $871,000. This is the result of increases in group insurance, including our self-funded medical plan, of $69,000 and $55,000 related to a nonqualified postretirement
benefit plan. Salary expense for the quarter was $12,000 less than in the third quarter of last year. For the full nine months salaries and benefits have risen $315,000 again due to higher group insurance costs, $172,000, and postretirement benefit
costs of $143,000.



The remaining components of noninterest
expense show smaller changes, both upward and downward. In the aggregate these items totaled $668,000 during the third quarter, down from $689,000 in the third quarter of last year. For the year-to-date period these items total $2,014,000 compared
to $2,026,000 last year. Contributing to these improvements are higher levels of rental income which is accounted for as a reduction in occupancy expense, lower depreciation expense, and the absence of losses on the sale of OREO which were $15,000
during the first nine months of 2003.



We are currently in the
early stages of constructing a new branch facility while plans for expanding an existing branch are also being developed. These projects are expected to be completed during the first quarter of 2004 and will increase noninterest expense. However,
these costs are expected to be offset by an increase in revenues.



INCOME TAXES



Our provision for income tax
expense includes both federal and state income taxes. Total income tax expense for the third quarter of 2003 and 2002 was $239,000 and $242,000, respectively. For the year-to-date periods



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income taxes totaled $738,000 and $701,000. We were not subject to the federal alternative minimum tax during any of the periods covered by this report and
do not expect to be subject to it in the foreseeable future.



FINANCIAL CONDITION



SUMMARY



While our national economy is said to have entered a jobless recovery, the
economy within our marketplace continues to show limited expansion. Nonetheless, Citizens continues to grow as a result of the branching activity we undertook in the last two years and, we believe, an aversion to risk being felt by many consumers.
Total assets at September 30, 2003 of $203,193,000 are up nearly $21 million since year-end while gross loans and deposits have increased $10.3 million and $15.4 million, respectively. A further discussion of our major balance sheet categories, as
well as liquidity and the impact of inflation, follows.



LOAN PORTFOLIO



Total loans at September 30, 2003 of $126,975,000 are
$10,307,000, or 8.8%, more than at year-end. Much of this growth has occurred in our mortgage loan portfolio which, at $83,613,000, is our largest and has grown $5,676,000 this year. Included in this portfolio are several types of loans including
those secured by 1-4 family residences, which total $49,174,000, home equity loans of $6,131,000 and loans secured by commercial real estate of $27,684,000.



The demand for each of these specific types of loans has been different throughout the year. With easy access to long-term, fixed rate mortgages at
historically low interest rates, many consumers have sought home financing through numerous mortgage brokers. As a result, demand for our adjustable rate residential mortgage has not been particularly strong and the balance of these loans has
dropped by $1,011,000 since year-end. We have, however, originated $26.6 million in these types of loans through our own fixed rate mortgage program. While we do not actually fund these loans we have earned $75,000 of fee income for providing this
service.



Home equity loans, which are another type of
residential mortgage loan, have risen $2,549,000 since year-end primarily due to a promotion we ran during the second quarter.



Commercial real estate loans have been our most successful loan product increasing $4,177,000 since year-end. These loans have been made to a variety of
business entities in our market area including those in the automobile, farm equipment and tourism industries.



In addition to this, other types of commercial loans, which are not secured by real estate, but by various forms of business equipment and other personal
property have also increased by $1,799,000 this year to $22,618,000.



Our other major loan portfolio involves consumer lending. Competition for consumer loans, and particularly auto loans, continues to be intense. As a result, our consumer loan portfolio has decreased by $1,244,000 this year to $12,413,000.
While we did generate $438,000 of new consumer loans through a special promotion in the third quarter, we expect consumer lending



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to continue to be sluggish. Overall loan growth, however, is expected to continue.



ALLOWANCE FOR LOAN LOSSES



The allowance for loan losses is maintained at a level we consider adequate to provide for losses that can be reasonably anticipated based on quarterly
evaluations of the loan portfolio. This evaluation considers the potential loss in specifically identified loans and homogeneous pools of loans as well as other factors such as delinquency levels, historical loss experience, current and anticipated
economic conditions, concentrations of credit, changes in lending policies or staff, and other factors. As noted previously, this analysis ultimately determines the amount which is expensed as provision for loan losses.



Loans specifically analyzed include larger balance loans and those included
on the banks watch list as a result of possible weaknesses regarding collectability, performance or the adequacy of collateral as identified by the banks internal loan review function. For these loans, specific loss estimates are made.
Loans not specifically analyzed are grouped into pools with a separate pool existing for each of the banks different loan portfolios such as real estate, commercial and consumer. Losses are estimated for each pool by considering the
banks own loss history over the previous 5 years as well as the loss history of the banks peer group. Finally, estimated losses are assigned to those other factors identified in the previous paragraph. The total of these estimated losses
are then compared to the allowance for loan loss balance and adjustments to the balance are made as necessary.



As of September 30, 2003, our allowance for loan losses of $1,377,000 was believed to be adequate when judged against the loss estimates developed from
our quarterly evaluations. The allowance represented 1.08% of gross loans. Past due loans continue to be less than 2% of total loans and nonaccruing loans are just $14,000.



Net charge-offs for the first nine months of the year totaled $252,000, similar to the $259,000 charged off in the same
period last year. During the third quarter, however, net charge-offs rose to $148,000 this year compared to just $42,000 in 2002. This was the result of the failure of one commercial loan on which losses totaled $123,000. This risk had been
previously identified in our evaluation of the allowance for loan losses and a specific reserve of $116,000 had been established. Although the risk of loss is inherent in the lending process, we believe we have similarly addressed each of the
relevant risk factors in our analysis and are not aware of any credit issues which are likely to have a significant negative impact on future earnings, capital or liquidity.



SECURITIES PORTFOLIO AND FEDERAL FUNDS SOLD



The banks securities portfolio uses funds not needed to satisfy loan demand to improve earnings while at the same time providing liquidity and
balancing interest sensitivity concerns. All securities are classified as available for sale. During the first nine months of 2003 total securities increased $10,199,000 to $64,418,000 because the increase in deposits and other sources of funding
has exceeded the increase in loans.



Although yields on
investment securities have improved in recent months, they remain quite low by historical standards. As a result, we continue to keep the average life of the portfolio short at 2.42 years as a



16



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means of managing our risk should rates rise. We also continue to maintain high credit quality standards within the portfolio by purchasing only U.S.
government agency securities, bank qualified municipal debt, government agency mortgage backed securities and investment grade corporate debt. U.S. government securities and municipal debt are frequently pledged to secure public deposits.



We do not anticipate any significant changes to our investing
practices or to the composition of the portfolio in the foreseeable future. Please refer to Note 3 for further details about our investment portfolio.



While we attempt to invest all available funds in either loans or securities, we still typically have some involvement in the overnight federal funds
market. As of September 30, 2003, federal funds sold totaled $400,000. So far this year, federal funds sold have averaged $2,007,000 while federal funds purchased have averaged $344,000. This average in funds sold is somewhat larger than usual as
balances have been maintained at certain times to meet specific liquidity needs. Nonetheless, it will continue to be our preference to minimize our investment in low yielding federal funds sold as long as superior earning alternatives are available.



DEPOSITS AND OTHER FUNDING SOURCES



Total deposits have grown $15.4 million over the first nine months of 2003
to $163,158,000. Of this growth, $14.4 million has come in interest bearing deposits and just $1 million in noninterest bearing deposits.



Growth in interest bearing deposits has been spread out among savings, interest bearing checking, money market and time deposits which may indicate
customers continuing emphasis on safety over yield following several years of poor performance in the equity markets despite positive equity returns in 2003 and low yields on bank deposits. Through September 30, savings accounts have risen by
$2,882,000, interest bearing checking by $3,466,000, money market accounts by $2,542,000 and time deposits by $5,524,000.



The time deposit portfolio is frequently looked at in terms of deposits in excess of $100,000 and those under $100,000. Among those of less than $100,000,
our 36 month certificate has increased by more than $6.8 million to $18.4 million while short term certificates have decreased. This is the result of managements attempt to attract relatively low cost, stable mid-term funding as another means
of guarding against rising interest rates in the near term. These particular certificates have a variety of features, such as the ability to add to or withdraw from the certificate which customers find appealing.



The larger, or jumbo, certificates have also grown this year and now total
$26,502,000. This is $5.6 million more than at year-end. The majority of these certificates are also for a term of 36 months. The growth experienced in jumbo certificates comes from within our market area as we do not accept out of area deposits.



Our short-term borrowings consist of several repurchase
agreements which we have held for a number of years. These agreements, which change depending on the cash needs of the customer, total $13,691,000 at September 30 which is $3,296,000 more than at year-end 2002.



Long-term borrowings are comprised of various borrowings with the Federal
Home Loan Bank of Pittsburgh. The outstanding balance of $3,817,000 is $1,939,000 more than at year-end as we borrowed an additional $3,000,000



17



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at a fixed interest rate of 2.27% for a term of 3 years in order to fund a commercial loan. This loan is also expected to be outstanding for approximately 3
years. Additional borrowings may be obtained in the future as a means of funding loans or to enhance liquidity as needed. A further discussion of liquidity is presented below.



CAPITAL RESOURCES



We continue to maintain a strong capital base of $20,805,000 or, 10.2% of total assets at September 30, 2003. We also continue to exceed all regulatory
capital requirements as shown in the following table:



Minimum Capital Standard Ratios

|                                        |  | CitizensFinancial Corp. |   |  | RegulatoryRequirements |  
|--------------------------------------- |  | ----------------------- | - |  | ---------------------- | -
|Total capital to risk weighted assets   |  | 15.30                   | % |  | 8.00                   | %
|Tier I capital to risk weighted assets  |  | 14.31                   | % |  | 4.00                   | %
|Tier I capital to adjusted total assets |  | 9.92                    | % |  | 4.00                   | %



Changes to our capital
during the first nine months of 2003 are detailed in the Statement of Changes in Shareholders Equity. We are not aware of any items which are expected to materially impair or alter our capital in the future.



LIQUIDITY



The objective of the companys liquidity management program is to ensure the continuous availability of funds to meet
the withdrawal demands of customers, the credit needs of borrowers, and to provide for other operational needs. Liquidity is provided by various internal sources including unpledged investment securities, federal funds sold, loan repayments and the
ability to maintain a stable or growing deposit base as well as by external sources.



We monitor our liquidity on a continuous basis and prepare formal liquidity forecasts quarterly utilizing anticipated loan and deposit levels over the next twelve months. Current liquidity projections indicate that we
are likely to need external funding to meet anticipated loan demand over the next twelve months due to the volume of maturing investment securities which are pledged to secure public deposits. These securities, because they are pledged, will not
provide liquidity when they mature. Ample funding sources, including the Federal Home Loan Bank and other correspondent banks, are available to meet this need, however. Where possible, external funding will be used to profitably support lending
arrangements rather than for operating needs. In addition, alternative methods of securing public fund deposits are being explored as a means of improving internal liquidity. We do not believe this need poses a risk to earnings, customers or other
business partners.



IMPACT OF INFLATION



The consolidated financial statements and related data included in this
report were prepared in accordance with accounting principles generally accepted in the United States of America, which require our financial position and results of operations to be measured in terms of historical dollars except for the available
for sale securities portfolio. Consequently, the relative value of money generally is not considered. Nearly all of our assets and liabilities are monetary in nature and, as a result, interest rates and competition in the market area tend to have a
more significant impact on our performance than the effect of inflation.



18



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However, inflation does affect noninterest expenses such as personnel costs and the cost of services and
supplies we use. We attempt to offset such increases by controlling the level of noninterest expenditures and increasing levels of noninterest income. Because inflation rates have generally been low during the time covered by the accompanying
consolidated financial statements, the impact of inflation on the our earnings has not been significant.



19



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Part I Item 3

Quantitative and Qualitative Disclosures About Market Risk



Market risk is the risk of loss arising from adverse changes in the fair
value of financial instruments due to changes in interest rates, exchange rates and equity prices. Our primary market risk is interest rate risk which results from timing differences in the repricing of assets, liabilities and off-balance-sheet
instruments. Some amount of interest rate risk is inherent and appropriate in banking.



We control interest rate risk through our interest rate sensitivity management program, also known as asset/liability management. The objective of this program is to maximize net interest income while minimizing the
risk of adverse effects from changing interest rates. This is done by controlling the mix and maturities of interest sensitive assets and liabilities. The bank has established an asset/liability committee for this purpose. The bank uses several
techniques to monitor and control interest rate risk including gap analysis, interest rate shock testing and other forms of simulation modeling.



Gap analysis measures the amount of interest earning assets and interest bearing liabilities that could reprice in a given time period. When more assets
could reprice the gap is said to be positive. This is normally beneficial when interest rates rise. When more liabilities can reprice, the gap is negative which is usually good as interest rates fall. Normally, the size of the gap is expressed as a
percent of total assets.



At September 30, 2003, our gap
over the next twelve months was -1.45% of total assets. This is well below our +/- 10% guideline and indicates the bank is well positioned from an interest rate risk standpoint. Although some further reductions in interest rates are possible, rates
are already at historically low levels and, in the long-term, rates are more likely to rise than fall. Because our gap is negative, this indicates earnings would suffer should rates rise. So, our gap, while small, indicates we do face some interest
risk, but at a level which is acceptable to management.



Gap
theory, however, requires that a number of assumptions be made, including the assumption that interest rates on all of our products change at the same time and by the same amount. Because this is not usually true, we also employ rate shock analysis
and simulation modeling to monitor and control interest rate risk.



Rate shock tests project net interest income given an immediate and sustained change applied to all interest sensitive assets and liabilities. Although this implies some of the same weaknesses as gap, rate shock tests do help define
boundaries of interest rate risk. Typically, we conduct rate shock tests on a quarterly basis assuming rates change by +/- 100, 200 and 300 basis points. Because some of our products, particularly our deposit products, have rates that cannot
decrease by as much as 100, 200 or 300 basis points the results of a 300 basis point rate decrease are slightly outside the normal parameters set by management.



Another technique we use to manage interest rate risk, known as simulation modeling, allows us to change both interest rates and asset and liability
volumes in any variety of ways. In this manner we can project interest rate risk under many different assumptions including those we consider most likely. As of September 30, 2003, these models indicate our interest rate risk is within levels
acceptable to us. Nonetheless, management continues to attempt to reduce interest rate risk by attracting longer term sources of funds such as 36 month certificates of deposit.



20



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Part I Item 4

Controls and Procedures



As of the end of the period covered by this Quarterly Report on Form 10-Q, the company, under the supervision and with the
participation of management, including the chief executive officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule
13a-14. Based upon that evaluation, the chief executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to the company which is
required to be included in the our periodic SEC filings. Subsequent to the date of that evaluation, there have been no significant changes in our internal controls or in other factors that could significantly offset internal controls, nor were any
corrective actions required with regard to significant deficiencies or material weaknesses.



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PART II - OTHER INFORMATION



|Item 1. |  | Legal Proceedings :
|------- |  | -------------------



As of September 30, 2003 Citizens Financial Corp. was not involved in any material legal proceedings. We are involved in various legal
proceedings which occur in the normal course of business. After consultation with legal counsel, management believes that all such litigation will be resolved without materially effecting our financial position or results of operations. In addition,
there are no material proceedings known to be threatened or contemplated against Citizens Financial Corp. or any of its subsidiaries.



|Item 2. |  | Changes in Securities: None.
|------- |  | ----------------------------



|Item 3. |  | Defaults upon Senior Securities: None.
|------- |  | --------------------------------------



|Item 4. |  | Submission of Matters to a Vote of Security Holders: None.
|------- |  | ----------------------------------------------------------



|Item 5. |  | Other Information: None.
|------- |  | ------------------------



|Item 6. |  | Exhibits and Reports on Form 8-K:
|------- |  | ---------------------------------



| | (a) | Exhibits: The following exhibits are filed with this report:
| | --- | ------------------------------------------------------------



|Exhibit No. |  | Description of Exhibit                                                                         
|----------- |  | -----------------------------------------------------------------------------------------------
|            | 
|31.1        |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
|            | 
|31.2        |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
|            | 
|32.1        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
|            | 
|32.2        |  | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350



| | (b) | Reports on Form 8-K: None
| | --- | -------------------------



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                        |  |  |  | CITIZENS FINANCIAL CORP.         
|----------------------- |  |  |  | ---------------------------------
|                        |  | 
|Date: November 12, 2003 |  |  |  | /s/    ROBERT J.
SCHOONOVER      
|                        |  |  |  | Robert J. Schoonover             
|                        |  |  |  | President Chief Executive Officer



|                        |  | 
|----------------------- |  | 
|Date: November 12, 2003 |  | 
|                        |  | 
|                        |  | 



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