UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q



(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT 1934

For the quarterly period ended  March 31, 2003
                                --------------

[ ] 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                         2-81699
                      ---------------------------------------------------------


                         Juniata Valley Financial Corp.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        Pennsylvania                                             23-2235254
-------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S.Employer
 incorporation or organization)                             Identification No.)

 Bridge and Main Streets, Mifflintown, Pennsylvania                 17059
-------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

                                 (717) 436-8211
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 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.   [X] Yes [ ] No

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

            Class                             Outstanding as of April 30, 2003
--------------------------------             ----------------------------------
 Common Stock ($1.00 par value)                       2,287,230 shares


<PAGE>
                                                                              2.
Item 1 - FINANCIAL STATEMENTS

                 JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
                 ---------------------------------------------
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------

                                     ASSETS
                                     ------
                                                     March 31,   December 31,
                                                       2003          2002
                                                     ---------   ------------
                                                         (In thousands)

                                                    (Unaudited)

Cash and due from banks                              $  12,226    $  11,111
Interest bearing deposits with banks                       295           90
Federal funds sold                                       9,000        3,700
                                                     ---------    ---------

    Cash and cash equivalents                           21,521       14,901

Interest bearing time deposits with banks                5,390        5,390
Securities available for sale                           73,179       70,495
Securities held to maturity, fair value
    $26,497 and $30,698, respectively                   25,871       29,907
Federal home loan bank stock                               895          639
Loans receivable net of allowance for loan
   losses $2,749 and $2,731, respectively              233,892      235,497
Bank premises and equipment, net                         5,933        5,767
Bank-owned life insurance                                7,238        7,151
Accrued interest receivable and other assets             6,968        5,988
                                                     ---------    ---------

    TOTAL ASSETS                                     $ 380,887    $ 375,735
                                                     =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Liabilities:
       Deposits:
          Non-interest bearing                       $  42,204    $  38,892
          Interest bearing                             284,388      283,727
                                                     ---------    ---------

    Total deposits                                     326,592      322,619

Accrued interest payable
  and other liabilities                                  5,243        4,789
                                                     ---------    ---------

    Total liabilities                                  331,835      327,408
                                                     ---------    ---------
Stockholders' Equity:
  Preferred stock, no par value; 500,000 shares
    authorized; no shares issued or outstanding             --           --
  Common stock, par value $1.00 per share;
    authorized 20,000,000 shares;  issued
    2,372,930 shares                                     2,373        2,373
  Surplus                                               20,212       20,212
  Retained earnings                                     26,990       25,652
  Accumulated other comprehensive income                 1,749        1,795
  Treasury stock, at cost 2003 78,457 shares;
    2002 59,445 shares                                  (2,272)      (1,705)
                                                     ---------    ---------

    Total stockholders' equity                          49,052       48,327
                                                     ---------    ---------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 380,887    $ 375,735
                                                     =========    =========

<PAGE>

                                                                              3.
                 JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
                 ---------------------------------------------
                        CONSOLIDATED STATEMENTS OF INCOME
                        ---------------------------------
                                  (Unaudited)

                                                  For the Quarter Ended
                                                 March 31,    March 31,
                                                   2003         2002
                                                 ---------    ---------
                                         (In thousands, except per share amount)
INTEREST INCOME:

  Loans receivable                              $    4,574   $    4,697
  Taxable securities                                   712          724
  Tax-exempt securities                                321          386
  Other                                                 66           43
                                                ----------   ----------

    Total interest income                            5,673        5,850

INTEREST EXPENSE - Deposits                          2,016        2,424
                                                ----------   ----------

    Net interest income                              3,657        3,426

PROVISION FOR LOAN LOSSES                               75           75
                                                ----------   ----------

    Net interest income, after
       provision for loan losses                     3,582        3,351
                                                ----------   ----------

OTHER INCOME:

  Trust department                                      90          118
  Customer service fees                                164          154
  Other                                                253          233
                                                ----------   ----------

    Total other income                                 507          505
                                                ----------   ----------

OTHER EXPENSES:

  Salaries and wages                                   960          903
  Employee benefits                                    331          316
  Occupancy                                            195          157
  Equipment                                            321          296
  Director compensation                                105           86
  Taxes, other than income                             133          127
  Other                                                347          304
                                                ----------   ----------

    Total other expenses                             2,392        2,189
                                                ----------   ----------

INCOME BEFORE INCOME TAXES                           1,697        1,667

FEDERAL INCOME TAXES                                   359          332
                                                ----------   ----------

    Net income                                  $    1,338   $    1,335
                                                ==========   ==========

    Basic and diluted earnings per share        $      .58   $      .57
                                                ==========   ==========

    Weighted average number of
       shares outstanding                        2,309,423    2,346,396
                                                ==========   ==========

<PAGE>


                                                                              4.
<TABLE>
<CAPTION>

                  JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
                  ---------------------------------------------
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 ----------------------------------------------
                   FOR THE THREE MONTHS ENDED MARCH 31, 2003
                   -----------------------------------------

                                  (Unaudited)

                                                                           Accumulated
                                                                              Other
                                      Common                 Retained     Comprehensive    Treasury
                                      Stock       Surplus    Earnings        Income          Stock      Total
                                     --------     -------    --------     -------------    --------     -----
                                                              (In thousands)
<S>                                  <C>         <C>         <C>            <C>            <C>         <C>
BALANCE,
  December 31, 2002                  $  2,373    $ 20,212    $ 25,652       $  1,795       $ (1,705)   $ 48,327
                                                                                                       --------
Comprehensive Income

Net income for the
  three months ended
  March 31, 2003                           --          --       1,338             --             --       1,338

Change in unrealized
  gains (losses) on
  securities available
  for sale, net of
  reclassification
  adjustment and tax
  effects                                  --          --          --            (46)            --         (46)
                                                                                                       --------

    Total Comprehensive Income                                                                            1,292
                                                                                                       --------

Treasury stock acquired                    --          --          --             --           (567)       (567)
                                     --------    --------    --------       --------       --------    --------

Balance March 31, 2003               $  2,373    $ 20,212    $ 26,990       $  1,749       $ (2,272)   $ 49,052
                                     ========    ========    ========       ========       ========    ========
</TABLE>


<PAGE>



                                                                              5.
<TABLE>
<CAPTION>

                  JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
                  ---------------------------------------------
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 ----------------------------------------------
                    FOR THE THREE MONTHS ENDED MARCH 31, 2002
                    -----------------------------------------

                                  (Unaudited)

                                                                           Accumulated
                                                                              Other
                                      Common                 Retained     Comprehensive    Treasury
                                      Stock       Surplus    Earnings        Income          Stock      Total
                                     --------     -------    --------     -------------    --------     -----
                                                              (In thousands)
<S>                                  <C>         <C>         <C>            <C>            <C>         <C>
BALANCE,
  December 31, 2001                  $  2,373    $ 20,221    $ 22,679       $    676       $   (623)   $ 45,326
                                                                                                    --------
Comprehensive Income

Net income for the
  three months ended
  March 31, 2002                           --          --       1,335             --             --       1,335

Change in unrealized
  gains (losses) on
  securities available
  for sale, net of
  reclassification
  adjustment and tax
  effects                                  --          --          --           (260)            --        (260)
                                                                                                       --------

    Total Comprehensive Income                                                                            1,075
                                                                                                       --------

Treasury stock acquired                    --          --          --             --           (240)       (240)
                                     --------    --------    --------       --------       --------    --------

Balance March 31, 2002               $  2,373    $ 20,221    $ 24,014       $    416       $   (863)   $ 46,161
                                     ========    ========    ========       ========       ========    ========
</TABLE>


<PAGE>



                                                                              6.
<TABLE>
<CAPTION>
                 JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY
                 ---------------------------------------------
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
                                  (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents

                                                              For the Three Months Ended
                                                              --------------------------
                                                               March 31,        March 31,
                                                                 2003             2002
                                                               ---------        ---------
                                                                     (In thousands)
<S>                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income                                                   $  1,338         $  1,335
  Adjustments to reconcile net income to net
    cash provided by operating activities:
  Provision for loan losses                                          75               75
  Provision for depreciation                                        108              112
  Net amortization securities of premiums                            57               34
  Deferred compensation expense                                     118              151
  Payment of deferred compensation                                  (68)             (67)
  Deferred income taxes                                             (52)             (43)
  Increase in accrued interest receivable and other assets         (905)            (758)
  Increase in accrued interest payable and other liabilities        404              385
  Earnings on investment life insurance                             (87)             (87)
                                                               --------         --------
      Net cash provided by operating activities                     988            1,137
                                                               --------         --------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchases of available for sale securities                     (7,186)          (7,590)
  Purchase of FHLB stock                                           (256)              --
  Proceeds from maturities of and principal
    repayments on available for sale securities                   4,396            8,212
  Purchase of held to maturity securities                          (999)              --
  Proceeds from maturities of and principal
    repayments on held to maturity securities                     5,016            1,986
  Net decrease in loans receivable                                1,529              833
  Net purchases of bank premises and equipment                     (274)             (18)
                                                               --------         --------
      Net cash used in investing activities                       2,226            3,423
                                                               --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Net increase in deposits                                        3,973            1,423
  Net decrease in short-term borrowings                              --           (1,275)
  Purchase of treasury stock                                       (567)            (240)
                                                               --------         --------
    Net cash used in financing activities                         3,406              (92)
                                                               --------         --------
      Increase (decrease) in cash and cash equivalents            6,620            4,468

CASH AND CASH EQUIVALENTS:
  Beginning                                                      14,901           11,658
                                                               --------         --------
  Ending                                                       $ 21,521         $ 16,126
                                                               ========         ========

CASH PAYMENTS FOR:
  Interest                                                     $  2,094         $  2,570
                                                               ========         ========
</TABLE>


<PAGE>

                                                                              7.

NOTE A  - Basis of Presentation

The financial information includes the accounts of Juniata Valley Financial
Corp. and its wholly owned subsidiary, The Juniata Valley Bank. All significant
intercompany accounts and transactions have been eliminated.

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for fair presentation have been included. Operating results for the
three-month period ended March 31, 2003, are not necessarily indicative of the
results that may be expected for the year ended December 31, 2003. For further
information, refer to the consolidated financial statements and footnotes
thereto included in Juniata Valley Financial Corp. annual report on Form 10-K
for the year ended December 31, 2002.


NOTE B  - New Accounting Standards

In November 2002, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others." This Interpretation expands the disclosures to be made by a guarantor
in its financial statements about its obligations under certain guarantees and
requires the guarantor to recognize a liability for the fair value of an
obligation assumed under certain specified guarantees. FIN 45 clarifies the
requirements of FASB Statement No. 5, "Accounting for Contingencies." In
general, FIN 45 applies to contracts or indemnification agreements that
contingently require the guarantor to make payments to the guaranteed party
based on changes in an underlying that is related to an asset, liability or
equity security of the guaranteed party, which would include performance letters
of credit. Certain guarantee contracts are excluded from both the disclosure and
recognition requirements of this Interpretation, including, among others,
guarantees related to commercial letters of credit and loan commitments. The
disclosure requirements of FIN 45 require disclosure of the nature of the
guarantee, the maximum potential amount of future payments that the guarantor
could be required to make under the guarantee and the current amount of the
liability, if any, for the guarantor's obligations under the guarantee. The
accounting recognition requirements of FIN 45 are to be applied prospectively to
guarantees issued or modified after December 31, 2002. Adoption of FIN 45 did
not have a significant impact on the Company's financial condition or results of
operations.

Outstanding letters of credit written are conditional commitments issued by the
Company to guarantee the performance of a customer to a third party. The
Company's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for performance letters of credit is
represented by the contractual amount of those instruments. The Company had
$1,050,000 of performance letters of credit as of March 31, 2003. The Bank uses
the same credit policies in making conditional obligations as it does for
on-balance sheet instruments.

The majority of these performance letters of credit expire within the next
twelve months. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending other loan commitments. The
Company requires collateral and personal guarantees supporting these letters of
credit as deemed necessary. Management believes that the proceeds obtained
through a liquidation of such collateral and the enforcement of personal
guarantees would be sufficient to cover the maximum potential amount of future
payments required under the corresponding guarantees. The current amount of the
liability as of March 31, 2003 for guarantees under performance letters of
credit issued after December 31, 2002 is not material.

<PAGE>


                                                                              8.

In April 2003, the Financial Accounting Standards Board issued Statement No.
149, "Amendment of Statement No. 133, Accounting for Derivatives Instruments and
Hedging Activities". This statement clarifies the definition of a derivative and
incorporates certain decisions made by the Board as part of the Derivatives
Implementation Group process. This statement is effective for contracts entered
into or modified , and for hedging relationships designated after June 30, 2003
and should be applied prospectively. The provisions of the Statement that relate
to implementation issues addressed by the Derivatives Implementation Group that
have been effective should continue to be applied in accordance with their
respective effective dates. Adoption of this standard is not expected to have a
significant impact on the Corporation's financial condition or results of
operations.


NOTE C - Accumulated Other Comprehensive Income

Accounting principles generally require that recognized revenue, expenses,
gains, and losses be included in net income. Although certain changes in assets
and liabilities, such as unrealized gains and losses on available for sale
securities, are reported as a separate component of the equity section of the
balance sheet, such items, along with net income, are components of
comprehensive income.

The components of other comprehensive income and related tax affects are as
follows:

                                                    Three Months Ended March 31,
                                                      2003               2002
                                                      ----               ----
                                                          (In thousands)

Unrealized holding gains (losses)
  on available for sale securities                  $  (69)            $ (394)

Less classification adjustment
  for gains realized in income                          --                 --
                                                    ------             ------

Net unrealized gains (losses)                          (69)              (394)

Tax effect                                             (23)              (134)
                                                    ------             ------

     Net of tax amount                              $  (46)            $ (260)
                                                    ======             ======

<PAGE>


                                                                              9.

NOTE D - Stock Option Plan

The Corporation accounts for the stock option plan under the recognition and
measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. No stock-based employee compensation
cost is reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of grant. The following table illustrates the effect on net income and
earnings per share if the Corporation had applied the fair value recognition
provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation,"
to stock-based compensation for quarters ended March 31, 2003 and 2002:

                                                          2003       2002
                                                          ----       ----
                                                           (In Thousands)

Net income, as reported                                 $ 1,338    $ 1,335
  Total stock-based employee compensation expense
      determined under fair value based method
      for all awards                                         (5)        (3)
                                                        -------    -------

Pro forma net income                                    $ 1,333    $ 1,332
                                                        =======    =======

Basic and diluted earnings per share:
  As reported                                           $   .58    $   .57
  Pro forma                                             $   .58    $   .57


<PAGE>


                                                                             10.

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward Looking Statements:

The Private Securities Litigation Reform Act of 1995 contains safe harbor
provisions regarding forward-looking statements. When used in this discussion,
the words "believes," "anticipates," "contemplates," "expects," and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties which could cause actual results
to differ materially from those projected. Those risks and uncertainties include
changes in interest rates, risks associated with the effect of opening a new
branch, the ability to control costs and expenses, and general economic
conditions. The Corporation undertakes no obligation to publicly release the
results of any revisions to those forward-looking statements which may be made
to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.


Financial Condition:

Total assets of Juniata Valley Financial Corp. totaled $380,887,000 as of March
31, 2003, an increase of $5,152,000 or 1.37% from December 31, 2002. This
increase is a result of the increase in deposits of $3,973,000. The increase in
deposits was created by the uncertainty in the capital markets; customers do not
know where to place their money until the markets improve. The uncertainty in
the economy has affected loan demand also. Loans decreased by $1,529,000 in the
first three months of 2003. Suitable investment securities have also been
difficult to find. The excess of called and matured investment securities over
purchases amounted to $971,000. All of these factors combined to increase cash
and cash equivalents by $6,620,000.

There are no material loans classified for regulatory purposes as loss,
doubtful, substandard or special mention which management expects to
significantly impact future operating results, liquidity or capital resources.
Additionally, management is not aware of any information which would give
serious doubt as to the ability of its borrowers to substantially comply with
their loan repayment terms. The Corporation's problem loans (i.e., 90 days past
due and restructured loans) were not material for all periods presented.

Management is not aware of any current recommendations of the regulatory
authorities which, if implemented, would have a material effect on the
Corporation's liquidity, capital resources, or operations.


<PAGE>


                                                                             11.

Results of Operations:

Interest income decreased $177,000 or 3.03% for the first three months of 2003
over 2002. The decrease in interest income on loans for the quarter of $123,000
is because of a decline in rates and volume. The decrease in interest income for
taxable securities of $12,000 is due to declining rates and the decrease in tax
exempt securities interest income of $65,000 is due to declining rates and
volume. The increase in interest income other of $23,000 is an increase in
federal funds sold of $10,000 and interest bearing time deposits in banks of
$13,000. Since November 2001 management has made an effort to keep federal funds
to a minimum by purchasing time certificate of deposits in other banks. Interest
expense decreased by $408,000 or 16.83% for the first three months of 2003 over
2002. Interest income and expense for the first three months ended March 31,
2003, versus 2002, reflect the declining interest rate environment for both
interest earning assets and interest bearing liabilities. This resulted in an
increase in net interest income of $231,000 or 6.74% for the three months ended
March 31, 2003.

The increase in the allowance for loan losses is based upon quarterly loan
portfolio reviews by management and a committee of the Board. The purpose of the
review is to assess loan quality, identify impaired loans, analyze
delinquencies, ascertain loan growth, evaluate potential charge-offs and
recoveries and assess general economic conditions in the market served. Net
charge-offs at March 31, 2003 were $57,000 compared to $24,000 at March 31,
2002. Past due and nonaccrual loans at March 31, 2003 were $2,204,000. At March
31, 2002, this amount for past due and nonaccrual loans was $3,617,000.
Depending upon the state of the economy and the impact thereon to these
borrowers, as well as future events, these loans and others not currently so
identified could be classified as non-performing assets in the future.

Other income has remained virtually unchanged for the first three months of 2003
over 2002; however the amounts within the categories have changed. Trust
department income has decreased $28,000, customer service fees have increased
$10,000, and other income has increased $20,000. The decrease in trust
department income is a result of estate settlements in 2002 over 2003. The
increase in customer service fees is a result of higher transaction volume as
opposed to an increase in fees. The other category increase can be attributed to
a bank owned life insurance.

Other expenses increased $203,000 or 9.27% for the three months ended March 31,
2003 over 2002. The $57,000 increase in salary and wages for the three months
ended March 31, 2003, compared to 2002, can be attributed to an increase of 2
full-time equivalents. The $15,000 increase in employee benefits is reflective
of increases in the costs as opposed to additional benefits. The $38,000
increase in occupancy is a result of increased costs for snow removal and
heating costs in 2003 not experienced in the first three months of 2002. The
increase of $25,000 in equipment cost is from increased usage of the internet
banking and telephone banking products. The $19,000 increase in director's fees
is from a retirement plan put in place in 2001. The $6,000 increase in taxes,
other than income is an increase in Pennsylvania Bank Shares Tax. The $43,000
increase in other expenses can be attributed to $17,000 consulting service fees,
an $18,000 increase in postage and $10,000 of legal fees for loan collection.
The increase in federal income taxes is due to increased income.

All of these factors combined have contributed to an increase in net income of
$3,000 or .22% for the first three months ended March 31, 2003 over 2002.


<PAGE>


                                                                             12.

Liquidity:

The objective of liquidity management is to ensure that sufficient funding is
available, at a reasonable cost, to meet the ongoing operational cash needs of
the Corporation and to take advantage of income producing opportunities as they
arise. While the desired level of liquidity will vary depending upon a variety
of factors, it is the primary goal of the Corporation to maintain a high level
of liquidity in all economic environments. Principal sources of asset liquidity
are provided by securities maturing in one year or less, other short-term
investments such as federal funds sold and cash and due from banks. Liability
liquidity, which is more difficult to measure, can be met by attracting deposits
and maintaining the core deposit base. The Corporation joined the Federal Home
Loan Bank of Pittsburgh in August of 1993 for the purpose of providing
short-term liquidity when other sources are unable to fill these needs.

In view of the primary and secondary sources previously mentioned, Management
believes that the Corporation's liquidity is capable of providing the funds
needed to meet loan demand.


Interest rate sensitivity:

Interest rate sensitivity management is the responsibility of the
Asset/Liability Management Committee. This process involves the development and
implementation of strategies to maximize net interest margin, while minimizing
the earnings risk associated with changing interest rates. The traditional gap
analysis identifies the maturity and repricing terms of all assets and
liabilities.

As of March 31, 2003, the Corporation had a six-month negative gap of
$15,174,000. Generally a liability sensitive position indicates that more
liabilities than assets are expected to reprice within the time period and that
falling interest rates could positively affect net interest income while rising
interest rates could negatively affect net interest income. However, the
traditional analysis does not accurately reflect the Bank's interest rate
sensitivity since the rates on core deposits generally do not change as quickly
as market rates. Historically net interest income has, in fact, not been subject
to the degree of sensitivity indicated by the traditional analysis at The
Juniata Valley Bank.


<PAGE>


                                                                             13.

Capital Adequacy:

The Bank's regulatory capital ratios for the periods presented are as follows:

Risk Weighted Assets Ratio:
                                        Actual                 Required
                                        ------                 --------
                                March 31,  December 31,  March 31,  December 31,
                                  2003         2002        2003         2002
                                ---------  ------------  ---------  ------------
TIER I                           19.02%       18.76%       4.0%         4.0%
TIER I & II                      20.19%       19.93%       8.0%         8.0%

Total Assets Leveraged Ratio:

TIER I                           11.89%       12.04%       4.0%         4.0%


At March 31, the Corporation and the Bank exceed the regulatory requirements to
be considered a "well capitalized" financial institution.


Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

From January 1, 2001 to December 31, 2002, the Federal Reserve has lowered the
federal funds rate twelve times by 475 basis points. We are currently in the
lowest interest rate environment in 40 years. Net interest margin for the Bank
was 3.92% at March 31, 2002, and increased to 4.17% at March 31, 2003. Because
of the extent to which rates have declined, the Bank has become more sensitive
to future rate declines and expects added compression of the net interest
margin. Currently, the Bank has 29.39% of its deposits in NOW, money market and
savings accounts, which it considers core deposits. These type of interest
bearing deposit accounts carry lower rates relative to other types of deposits.
Because of this, these accounts have contributed significantly to the net
interest margin. However, there is an ultimate floor to which the rates on these
accounts can fall. Under current conditions, the inability to further decrease
these deposits rates while loan and other earning assets continue to drop and
re-price at lower rates will result in further compression of the net interest
margin. The added risk in this interest rate environment is that as the rates on
the core deposits bottom-out, investors could migrate to other types of accounts
paying higher rates. The last financial simulation performed by the Bank as of
December 31, 2002, showed a possible decline in net interest income of $34,000
in a -200 basis point rate shock over a one year period. This reflected a change
in the assumptions that the rates on NOW and savings account would remain
constant in a +/-200 basis point rate shock. The net interest income at risk
position remains within the guidelines established by the Bank's asset/liability
policy. The Bank continues to monitor and manage its rate sensitivity during
these unusual times.

No material change has been noted in the Bank's equity value at risk. Please
refer to the Annual Report on Form 10-K as of December 31, 2002, for further
discussion of this matter.


<PAGE>


                                                                             14.

Item 4 - CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures, as defined in Rule
13a-14 promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act"), that are designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms and that such
information is accumulated and communicated to the Company's management,
including its Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure. Within 90
days prior to the date of this report, the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on the evaluation of these disclosure controls
and procedures, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect the internal controls subsequent to the
date that the Company completed its evaluation.


<PAGE>


                                                                             15.

Part II.           Other Information

        Item 1.       Legal Proceedings
                      None

        Item 2.       Changes in Securities
                      None

        Item 3.       Defaults Upon Senior Securities
                      Not applicable

        Item 4.       Submission of Matters to a Vote of Security Holder
                      None

        Item 5.       Other information
                      None

        Item 6.       Exhibits
                      Exhibit 99.1 Certification of Chief Executive Officer
                      Exhibit 99.2 Certification of Chief Financial Officer

                      Form 8-K
                      Form 8-K was filed on February 6, 2003 concerning a press
                      release reporting year end financial results

     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.


                                        Juniata Valley Financial Corp.
          (Registrant)

Date                                    By
    ------------------------------        --------------------------------------
                                          Francis J. Evanitsky, President & CEO



Date                                    By
    ------------------------------        --------------------------------------
                                          Linda L. Engle, Executive VP & CFO

<PAGE>


                                                                             16.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
----------------------------------------

I, Francis J. Evanitsky, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Juniata Valley
     Financial Corp.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



--------------------------------------
Francis J. Evanitsky, President & CEO

<PAGE>


                                                                             17.

CERTIFICATION OF CHIEF FINANCIAL OFFICER
----------------------------------------

I, Linda L. Engle, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Juniata Valley
     Financial Corp.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



-----------------------------------
Linda L. Engle, Executive VP & CFO