##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT 1934
 For the quarterly period ended March 31, 2007
 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 Number 000-13232
 Juniata Valley Financial Corp.
  Pennsylvania
(State or other jurisdiction of 
incorporation or organization)
    
    23-2235254
(I.R.S. Employer
Identification No.)
 Bridge and Main Streets, Mifflintown, Pennsylvania
(Address of principal executive offices)

    


    17059
(Zip Code)
 
  þ o
  o þ o
 o þ
  Class
    
    Outstanding as of May 9, 2007Common Stock ($1.00 par value)
    
    4,435,556 shares




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##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Statements of Financial Condition
as of March 31, 2007 (Unaudited) and December 31, 2006
    
    
    3Consolidated Statements of Income for the Three
Months Ended March 31, 2007 and 2006 (Unaudited)
    
    
    4Consolidated Statements of Changes in Stockholders Equity
for the Three Months Ended March 31, 2007 and 2006 (Unaudited)
    
    
    5Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2007 and 2006 (Unaudited)
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis
of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    16Item 4.
    
    Controls and Procedures
    
    
    16PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    17Item 1A.
    
    Risk Factors
    
    
    17Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 3.
    
    Defaults Upon Senior Securities
    
    
    17Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    18Item 5.
    
    Other Information
    
    
    18Item 6.
    
    Exhibits
    
    
    18Signatures
    
    
    18
  2




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##### 



PART I  FINANCIAL INFORMATION  Item 1. Financial Statements
 Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Financial Condition
 March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCash and due from banks
    
    $
    11,314
    
    
    $
    16,476Interest bearing deposits with banks
    
    
    128
    
    
    
    102Federal funds sold
    
    
    10,000
    
    
    
    1,200Cash and cash equivalents
    
    
    21,442
    
    
    
    17,778Interest bearing time deposits with banks
    
    
    5,660
    
    
    
    5,660Securities available for sale
    
    
    65,508
    
    
    
    56,383Securities held to maturity, fair value of $6,448 and
$2,480, respectively
    
    
    6,455
    
    
    
    2,500Restricted investment in Federal Home Loan Bank (FHLB) stock
    
    
    994
    
    
    
    1,076Investment in unconsolidated subsidiary
    
    
    2,887
    
    
    
    2,892Total loans, net of unearned interest
    
    
    300,123
    
    
    
    305,818Less: Allowance for loan losses
    
    
    (2,598
    )
    
    
    (2,572
    )Total loans, net of allowance for loan losses
    
    
    297,525
    
    
    
    303,246Premises and equipment, net
    
    
    6,440
    
    
    
    6,542Bank owned life insurance and annuities
    
    
    11,130
    
    
    
    11,017Core deposit intangible
    
    
    423
    
    
    
    434Goodwill
    
    
    2,046
    
    
    
    2,046Accrued interest receivable and other assets
    
    
    6,201
    
    
    
    6,357Total assets
    
    $
    426,711
    
    
    $
    415,931LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits:Non-interest bearing
    
    $
    44,765
    
    
    $
    42,829Interest bearing
    
    
    316,883
    
    
    
    312,340Total deposits
    
    
    361,648
    
    
    
    355,169Securities sold under agreements to repurchase
    
    
    5,525
    
    
    
    6,112Other interest bearing liabilities
    
    
    950
    
    
    
    927Accrued interest payable and other liabilities
    
    
    10,566
    
    
    
    5,937Total liabilities
    
    
    378,689
    
    
    
    368,145Stockholders Equity:Preferred stock, no par value:Authorized
 500,000 shares, none issuedCommon stock, par value $1.00 per share:Authorized  20,000,000 sharesIssued  4,745,826 sharesOutstanding 4,442,256 shares at March 31, 2007;4,457,934 shares at December 31, 2006
    
    
    4,746
    
    
    
    4,746Surplus
    
    
    18,264
    
    
    
    18,259Retained earnings
    
    
    32,053
    
    
    
    31,531Accumulated other comprehensive loss
    
    
    (1,055
    )
    
    
    (1,098
    )Cost of common stock in Treasury:303,570 shares at March 31, 2007;287,892 shares at December 31, 2006
    
    
    (5,986
    )
    
    
    (5,652
    )Total stockholders equity
    
    
    48,022
    
    
    
    47,786Total liabilities and stockholders equity
    
    $
    426,711
    
    
    $
    415,931
  3




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##### 



Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Income
 Three Months EndedMarch 31,2007
    
    
    2006Interest income:Loans, including fees
    
    $
    5,620
    
    
    $
    5,202Taxable securities
    
    
    506
    
    
    
    498Tax-exempt securities
    
    
    171
    
    
    
    164Federal funds sold
    
    
    88
    
    
    
    Other interest income
    
    
    62
    
    
    
    60Total interest income
    
    
    6,447
    
    
    
    5,924Interest expense:Deposits
    
    
    2,593
    
    
    
    2,153Securities sold under agreements to repurchase
    
    
    66
    
    
    
    48Short-term borrowings
    
    
    
    
    
    
    92Long-term debt
    
    
    
    
    
    
    35Other interest bearing liabilities
    
    
    9
    
    
    
    5Total interest expense
    
    
    2,668
    
    
    
    2,333Net interest income
    
    
    3,779
    
    
    
    3,591Provision for loan losses
    
    
    67
    
    
    
    30Net interest income after provision for loan losses
    
    
    3,712
    
    
    
    3,561Noninterest income:Trust fees
    
    
    117
    
    
    
    136Customer service fees
    
    
    387
    
    
    
    342Earnings on bank-owned life insurance and annuities
    
    
    104
    
    
    
    92Comnmissions from sales of annuities and mutual
funds
    
    
    226
    
    
    
    83Income from unconsolidated subsidiary
    
    
    41
    
    
    
    Gain on sale of loans and other assets
    
    
    12
    
    
    
    13Gain on sale of securities
    
    
    
    
    
    
    67Other noninterest income
    
    
    151
    
    
    
    137Total noninterest income
    
    
    1,038
    
    
    
    870Noninterest expense:Employee compensation expense
    
    
    1,187
    
    
    
    1,086Employee benefits
    
    
    404
    
    
    
    378Occupancy
    
    
    238
    
    
    
    202Equipment
    
    
    167
    
    
    
    156Data processing expense
    
    
    324
    
    
    
    317Director compensation
    
    
    119
    
    
    
    125Professional fees
    
    
    104
    
    
    
    86Taxes, other than income
    
    
    138
    
    
    
    114Amortization of intangibles
    
    
    11
    
    
    
    Other noninterest expense
    
    
    276
    
    
    
    280Total noninterest expense
    
    
    2,968
    
    
    
    2,744Income before income taxes
    
    
    1,782
    
    
    
    1,687Provision for income taxes
    
    
    503
    
    
    
    483Net income
    
    $
    1,279
    
    
    $
    1,204Earnings per shareBasic
    
    $
    0.29
    
    
    $
    0.27Diluted
    
    $
    0.29
    
    
    $
    0.27Cash dividends declared per share
    
    $
    0.17
    
    
    $
    0.16Weighted average basic shares outstanding
    
    
    4,450,211
    
    
    
    4,490,243Weighted average diluted shares outstanding
    
    
    4,460,246
    
    
    
    4,505,178
  4




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##### 



Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Changes in Stockholders Equity
 Three Months Ended March 31, 2007Accumulated OtherNumber of Shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Comprehensive
    
    
    
    
    
    
    Total StockholdersOutstanding
    
    
    Common Stock
    
    
    Surplus
    
    
    Retained Earnings
    
    
    Income (Loss)
    
    
    Treasury Stock
    
    
    EquityBalance at December
31, 2006
    
    
    4,457,934
    
    
    $
    4,746
    
    
    $
    18,259
    
    
    $
    31,531
    
    
    $
    (1,098
    )
    
    $
    (5,652
    )
    
    $
    47,786Comprehensive
income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,279
    
    
    
    
    
    
    
    
    
    
    
    1,279Change in
unrealized losses
on securities
available for sale,
net of
reclassification
adjustment and tax
effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43
    
    
    
    
    
    
    
    43Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,322Cash dividends at
$0.17 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (757
    )
    
    
    
    
    
    
    
    
    
    
    (757
    )Stock-based
compensation
activity
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10Purchase of
treasury stock, at
cost
    
    
    (17,200
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (364
    )
    
    
    (364
    )Treasury stock
issued for stock
option plan
    
    
    1,522
    
    
    
    
    
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    30
    
    
    
    25Balance at March
31, 2007
    
    
    4,442,256
    
    
    $
    4,746
    
    
    $
    18,264
    
    
    $
    32,053
    
    
    $
    (1,055
    )
    
    $
    (5,986
    )
    
    $
    48,022
 Three Months Ended March 31, 2006Accumulated
    
    
    
    
    
    
    TotalNumber of Shares
    
    
    
    
    
    
    
    
    
    
    Retained
    
    
    Other Comprehensive
    
    
    Treasury
    
    
    StockholdersOutstanding
    
    
    Common Stock
    
    
    Surplus
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    EquityBalance at December
31, 2005
    
    
    4,503,392
    
    
    $
    4,746
    
    
    $
    18,177
    
    
    $
    29,486
    
    
    $
    (694
    )
    
    $
    (4,596
    )
    
    $
    47,119Comprehensive
income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,204
    
    
    
    
    
    
    
    
    
    
    
    1,204Change in
unrealized losses
on securities
available for sale,
net of
reclassifica- tion
adjustment and tax
effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (73
    )
    
    
    
    
    
    
    (73
    )Total comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,131Cash dividends at
$0.16 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (717
    )
    
    
    
    
    
    
    
    
    
    
    (717
    )Stock-based
compensation
activity
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9Purchase of
treasury stock, at
cost
    
    
    (22,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (531
    )
    
    
    (531
    )Treasury stock
issued for dividend
reinvestment plan
    
    
    8,147
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    158
    
    
    
    196Balance at March
31, 2006
    
    
    4,489,539
    
    
    $
    4,746
    
    
    $
    18,224
    
    
    $
    29,973
    
    
    $
    (767
    )
    
    $
    (4,969
    )
    
    $
    47,207
  5




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##### 



Juniata Valley Financial Corp. and Subsidiary
Consolidated Statements of Cash Flows
 Three Months Ended March 31,2007
    
    
    2006Operating activities:Net income
    
    $
    1,279
    
    
    $
    1,204Adjustments to reconcile net income to net cash provided by operating
activities:Provision for loan losses
    
    
    67
    
    
    
    30Provision for depreciation
    
    
    160
    
    
    
    146Net amortization of securities premiums
    
    
    23
    
    
    
    31Amortization of core deposit intangible
    
    
    11
    
    
    
    Gains on sales of securities
    
    
    
    
    
    
    (67
    )Gains on sales of loans and other assets
    
    
    (12
    )
    
    
    (13
    )Earnings on investment in life insurance
    
    
    (104
    )
    
    
    (92
    )Deferred income tax credit
    
    
    (4
    )
    
    
    (17
    )Equity in earnings of unconsolidated subsidiary, net of dividends of $48
    
    
    7
    
    
    
    Stock-based compensation expense
    
    
    10
    
    
    
    9(Increase) decrease in accrued interest receivable and other assets
    
    
    34
    
    
    
    (710
    )Increase in accrued interest payable and other liabilities
    
    
    527
    
    
    
    681Net cash provided by operating activities
    
    
    1,998
    
    
    
    1,202Investing activities:Purchases of:Securities available for sale
    
    
    (14,582
    )
    
    
    (101
    )Securities held to maturity
    
    
    (3,955
    )
    
    
    (5,100
    )FHLB stock
    
    
    
    
    
    
    (258
    )Premises and equipment
    
    
    (58
    )
    
    
    (20
    )Bank owned life insurance and annuities
    
    
    (29
    )
    
    
    (25
    )Proceeds from:Maturities of and principal repayments on Securities available for sale
    
    
    9,547
    
    
    
    1,261Redemption of FHLB stock
    
    
    82
    
    
    
    107Bank owned life insurance and annuities
    
    
    20
    
    
    
    110Sale of other real estate owned
    
    
    157
    
    
    
    Net decrease (increase) in loans receivable
    
    
    5,614
    
    
    
    (4,519
    )Net cash used in investing activities
    
    
    (3,204
    )
    
    
    (8,545
    )Financing activities:Net increase (decrease) in deposits
    
    
    6,479
    
    
    
    (1,727
    )Net (decrease) increase in short-term borrowings and securities
sold under agreements to repurchase
    
    
    (587
    )
    
    
    3,458Cash dividends
    
    
    (757
    )
    
    
    (717
    )Purchase of treasury stock
    
    
    (290
    )
    
    
    (531
    )Treasury stock issued for dividend reinvestment
and employee stock purchase plan
    
    
    25
    
    
    
    196Net cash provided by financing activities
    
    
    4,870
    
    
    
    679Net increase (decrease) in cash and cash equivalents
    
    
    3,664
    
    
    
    (6,664
    )Cash and cash equivalents at beginning of period
    
    
    17,778
    
    
    
    16,439Cash and cash equivalents at end of period
    
    $
    21,442
    
    
    $
    9,775Supplemental information:Interest paid
    
    $
    2,702
    
    
    $
    2,325Income taxes paid
    
    $
    
    
    
    $
    475Supplemental schedule of noncash investing and financing activities:Transfer of loans to other real estate owned
    
    $
    52
    
    
    $
    148
  6




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Juniata Valley Financial Corp. and Subsidiary
          7




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##### 



Three Months Ended March 31, 2007
    
    
    Three Months Ended March 31, 2006Before
    
    
    Tax Expense
    
    
    
    
    
    
    Before
    
    
    Tax ExpenseTax
    
    
    or
    
    
    Net-of-Tax
    
    
    Tax
    
    
    or
    
    
    Net-of-TaxAmount
    
    
    (Benefit)
    
    
    Amount
    
    
    Amount
    
    
    (Benefit)
    
    
    AmountNet income
    
    $
    1,782
    
    
    $
    503
    
    
    $
    1,279
    
    
    $
    1,687
    
    
    $
    483
    
    
    $
    1,204Other comprehensive income (loss):Unrealized losses on available for sale securities:Unrealized holding gains (losses) arising during
the period
    
    
    64
    
    
    
    21
    
    
    
    43
    
    
    
    (44
    )
    
    
    (15
    )
    
    
    (29
    )Less reclassification adjustment for
gains included in net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (67
    )
    
    
    (23
    )
    
    
    (44
    )Other comprehensive income (loss)
    
    
    64
    
    
    
    21
    
    
    
    43
    
    
    
    (111
    )
    
    
    (38
    )
    
    
    (73
    )Total comprehensive income
    
    $
    1,846
    
    
    $
    524
    
    
    $
    1,322
    
    
    $
    1,576
    
    
    $
    445
    
    
    $
    1,131
   (Amounts, except earnings per share, in thousands)
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31, 2007
    
    
    March 31, 2006Net income
    
    $
    1,279
    
    
    $
    1,204Weighted-average common shares outstanding
    
    
    4,450
    
    
    
    4,490Basic earnings per share
    
    $
    0.29
    
    
    $
    0.27Weighted-average common shares outstanding
    
    
    4,450
    
    
    
    4,490Common stock equivalents due to effect of stock options
    
    
    10
    
    
    
    15Total weighted-average common shares and equivalents
    
    
    4,460
    
    
    
    4,505Diluted earnings per share
    
    $
    0.29
    
    
    $
    0.27
 8




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##### 



(Dollar amounts in thousands)
 Three Months EndedMarch 31,2007
    
    2006Components of net periodic pension costService cost
    
    $
    74
    
    
    $
    74Interest cost
    
    
    99
    
    
    
    92Expected return on plan assets
    
    
    (90
    )
    
    
    (90
    )Additional recognized amounts
    
    
    13
    
    
    
    18Net periodic pension cost
    
    $
    96
    
    
    $
    94
    9




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##### 



10




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##### 





Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
























11




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##### 







March 31,
    
    December 31,
    
    Change2007
    
    2006
    
    $
    
    %Deposits:Demand, non-interest bearing
    
    $
    44,765
    
    
    $
    42,829
    
    
    $
    1,936
    
    
    
    4.5
    %NOW and money market
    
    
    82,289
    
    
    
    75,186
    
    
    
    7,103
    
    
    
    9.4
    %Savings
    
    
    36,190
    
    
    
    36,217
    
    
    
    (27
    )
    
    
    (0.1
    %)Time deposits, $100,000 and
    
    
    34,305
    
    
    
    38,032
    
    
    
    (3,727
    )
    
    
    (9.8
    %)moreOther time deposits
    
    
    164,099
    
    
    
    162,905
    
    
    
    1,194
    
    
    
    0.7
    %Total deposits
    
    $
    361,648
    
    
    $
    355,169
    
    
    $
    6,479
    
    
    
    1.8
    %




March 31,
    
    December 31,
    
    Change2007
    
    2006
    
    $
    
    %Loans:Commercial
    
    $
    91,476
    
    
    $
    90,712
    
    
    $
    764
    
    
    
    0.8
    %Mortgage
    
    
    134,561
    
    
    
    138,654
    
    
    
    (4,093
    )
    
    
    (3.0
    %)Installment, net of unearned
    
    
    74,086
    
    
    
    76,452
    
    
    
    (2,366
    )
    
    
    (3.1
    %)Total loans
    
    $
    300,123
    
    
    $
    305,818
    
    
    $
    (5,695
    )
    
    
    (1.9
    %)




(Dollar amounts in thousands)


March 31, 2007
    
    December 31, 2006Non-performing loansNonaccrual loans
    
    $
    1,240
    
    
    $
    1,240Accruing loans past due 90 days or more
    
    
    859
    
    
    
    214Restructured loans
    
    
    
    
    
    
    Total
    
    $
    2,099
    
    
    $
    1,454Average loans outstanding
    
    $
    302,148
    
    
    $
    303,988Ratio of non-performing loans to average loans outstanding
    
    
    0.69
    %
    
    
    0.48
    %


12




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##### 



Comparison of the Three Months Ended March 31, 2007 and 2006
    Three Months EndedMarch 312007
    
    2006Return on average assets (annualized)
    
    
    1.23
    %
    
    
    1.17
    %Return on average equity (annualized)
    
    
    10.64
    %
    
    
    9.88
    %Average equity to average assets
    
    
    11.53
    %
    
    
    11.81
    %Non-interest income, excluding securities gains,
as a percentage of average assets (annualized)
    
    
    0.99
    %
    
    
    0.77
    %Non-interest expense as a percentage of average
assets (annualized)
    
    
    2.85
    %
    
    
    2.66
    %
     13




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14



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15



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Item 3. Quantitative and Qualitative Disclosures About Market Risk






Item 4. Controls and Procedures


Disclosure Controls and Procedures








16



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Changes in Internal Control Over Financial Reporting
  PART II  OTHER INFORMATION
 Item 1.
    
    LEGAL PROCEEDINGSIn the opinion of management of the Corporation, there are no legal
proceedings pending to which the Corporation or its subsidiary is a party or
to which their property is subject, which, if determined adversely to the
Corporation or its subsidiary, would be material in relation to the
Corporations or its subsidiarys financial condition. There are no
proceedings pending other than ordinary routine litigation incident to the
business of the Corporation or its subsidiary. In addition, no material
proceedings are pending or are known to be threatened or contemplated against
the Corporation or its subsidiary by government authorities.Item 1A.
    
    RISK FACTORSThere have been no material changes in risk factors that were disclosed in
the Annual Report on Form 10-K as of December 31, 2006.
 Item 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSThe following table provides information on repurchases by the Corporation of its
common stock in each month of the quarter ended March 31, 2007:
 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)January 131, 2007
    
    
    8,700
    
    
    $
    21.18
    
    
    
    8,700
    
    
    
    133,966February 128, 2007
    
    
    2,500
    
    
    
    21.35
    
    
    
    2,500
    
    
    
    131,466March 131, 2007
    
    
    6,000
    
    
    
    21.12
    
    
    
    6,000
    
    
    
    125,466Totals
    
    
    17,200
    
    
    $
    21.19
    
    
    
    17,200
    
    
    
    125,466
 
 (1)
    
    On March 23, 2001, the Corporation announced plans to buy back 100,000 (200,000 on a
post-split basis) shares of its common stock. There is no expiration date to this buyback plan, but
subsequent to the initial plan, the repurchase of 400,000 additional shares were authorized by the
Board of Directors. As of May 5, 2007, the number of shares that may yet be purchased under the
program was 125,466. No repurchase plan or program expired during the period covered by the table.
The Corporation has no stock repurchase plan or program that it has determined to terminate prior
to expiration or under which it does not intend to make further purchases. Item 3.
    
    DEFAULTS UPON SENIOR SECURITIESNot applicable
 17




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Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERSNoneItem 5.
    
    OTHER INFORMATIONNoneItem 6.
    
    EXHIBITSExhibit 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)Exhibit 3.2  Bylaws (incorporated by reference to Exhibit 3.2 to the Companys
report on Form 8-K filed with the SEC on February 23, 2006)3.2  Amendment to Bylaws (incorporated by reference to Exhibit 3.2 to the
Corporations report on Form 8-K filed with the SEC on April 20, 2007)31.1  Rule 13a  14(a)/15d  14(a) Certification of President and Chief Executive
Officer31.2  Rule 13a  14(a)/15d  14(a) Certification of Chief Financial Officer32.1  Section 1350 Certification of President and Chief Executive Officer
(furnished, not filed)32.2  Section 1350 Certification of Chief Financial Officer (furnished, not filed)
  Juniata Valley Financial Corp.     (Registrant)Date 05-09-2007
    By

/s/ Francis J. EvanitskyFrancis J. Evanitsky, Presidentand Chief Executive OfficerDate 05-09-2007
    By
    /s/ JoAnn N. McMinnJoAnn N. McMinn, Chief FinancialOfficer 18