##### 



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, 2008
 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
    
    23-2235254(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)Bridge and Main Streets, Mifflintown, Pennsylvania
    
    17059(Address of principal executive offices)
    
    (Zip Code)
  
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Class
    
    Outstanding as of May 9, 2008Common Stock ($1.00 par value)
    
    4,391,920 shares




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##### 



TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsConsolidated Statements of Financial Condition
as of March 31, 2008 and December 31, 2007 (Unaudited)
    
    
    3Consolidated Statements of Income for the Three
Months Ended March 31, 2008 and 2007 (Unaudited)
    
    
    4Consolidated Statements of Changes in Stockholders Equity
for the Three Months Ended March 31, 2008 and 2007 (Unaudited)
    
    
    5Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 2008 and 2007 (Unaudited)
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2.
    
    Managements Discussion and Analysis
of Financial Condition and Results of Operations
    
    
    12Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    17Item 4.
    
    Controls and Procedures
    
    
    19PART II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    20Item 1A.
    
    Risk Factors
    
    
    20Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3.
    
    Defaults upon Senior Securities
    
    
    20Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    20Item 5.
    
    Other Information
    
    
    20Item 6.
    
    Exhibits
    
    
    21Signatures
    
    
    21
  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 31,2008
    
    
    2007ASSETSCash and due from banks
    
    $
    12,149
    
    
    $
    12,254Interest bearing deposits with banks
    
    
    6,371
    
    
    
    770Federal funds sold
    
    
    10,000
    
    
    
    7,500Cash and cash equivalents
    
    
    28,520
    
    
    
    20,524Interest bearing time deposits with banks
    
    
    5,525
    
    
    
    5,525Securities available for sale
    
    
    59,081
    
    
    
    67,056Restricted investment in Federal Home Loan Bank (FHLB) stock
    
    
    1,261
    
    
    
    1,095Investment in unconsolidated subsidiary
    
    
    3,027
    
    
    
    2,972Total loans, net of unearned interest
    
    
    300,764
    
    
    
    298,000Less: Allowance for loan losses
    
    
    (2,340
    )
    
    
    (2,322
    )Total loans, net of allowance for loan losses
    
    
    298,424
    
    
    
    295,678Premises and equipment, net
    
    
    7,486
    
    
    
    7,272Bank owned life insurance and annuities
    
    
    12,477
    
    
    
    12,344Core deposit intangible
    
    
    378
    
    
    
    389Goodwill
    
    
    2,046
    
    
    
    2,046Accrued interest receivable and other assets
    
    
    6,716
    
    
    
    5,245Total assets
    
    $
    424,941
    
    
    $
    420,146LIABILITIES AND STOCKHOLDERS EQUITYLiabilities:Deposits:Non-interest bearing
    
    $
    49,686
    
    
    $
    48,755Interest bearing
    
    
    313,971
    
    
    
    310,702Total deposits
    
    
    363,657
    
    
    
    359,457Securities sold under agreements to repurchase
    
    
    5,296
    
    
    
    5,431Other interest bearing liabilities
    
    
    1,052
    
    
    
    1,037Accrued interest payable and other liabilities
    
    
    6,111
    
    
    
    5,649Total liabilities
    
    
    376,116
    
    
    
    371,574Stockholders Equity:Preferred stock, no par value:Authorized - 500,000 shares, none issuedCommon stock, par value $1.00 per share:Authorized - 20,000,000 shares
Issued - 4,745,826 shares
Outstanding -
4,394,920 shares at March 31, 2008;
4,409,445 shares at December 31, 2007
    
    
    4,746
    
    
    
    4,746Surplus
    
    
    18,309
    
    
    
    18,297Retained earnings
    
    
    32,884
    
    
    
    32,755Accumulated other comprehensive loss
    
    
    (143
    )
    
    
    (557
    )Cost of common stock in Treasury:350,906 shares at March 31, 2008; 336,381
shares at December 31, 2007
    
    
    (6,971
    )
    
    
    (6,669
    )Total stockholders equity
    
    
    48,825
    
    
    
    48,572Total liabilities and stockholders equity
    
    $
    424,941
    
    
    $
    420,146
  3




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##### 



Juniata Valley Financial Corp. and Subsidiary
 
 Consolidated Statements of Income
   Three Months EndedMarch 31,2008
    
    
    2007Interest income:Loans, including fees
    
    $
    5,526
    
    
    $
    5,620Taxable securities
    
    
    446
    
    
    
    506Tax-exempt securities
    
    
    246
    
    
    
    171Federal funds sold
    
    
    70
    
    
    
    88Other interest income
    
    
    75
    
    
    
    62Total interest income
    
    
    6,363
    
    
    
    6,447Interest expense:Deposits
    
    
    2,446
    
    
    
    2,593Securities sold under agreements to repurchase
    
    
    26
    
    
    
    66Other interest bearing liabilities
    
    
    9
    
    
    
    9Total interest expense
    
    
    2,481
    
    
    
    2,668Net interest income
    
    
    3,882
    
    
    
    3,779Provision for loan losses
    
    
    32
    
    
    
    67Net interest income after provision for loan losses
    
    
    3,850
    
    
    
    3,712Noninterest income:Trust fees
    
    
    123
    
    
    
    117Customer service fees
    
    
    392
    
    
    
    387Earnings on bank-owned life insurance and annuities
    
    
    124
    
    
    
    104Commissions from sales of non-deposit products
    
    
    211
    
    
    
    226Income from unconsolidated subsidiary
    
    
    42
    
    
    
    41Gain on sale of securities
    
    
    13
    
    
    
    Loss on sales of other assets
    
    
    (6
    )
    
    
    Other noninterest income
    
    
    233
    
    
    
    163Total noninterest income
    
    
    1,132
    
    
    
    1,038Noninterest expense:Employee compensation expense
    
    
    1,255
    
    
    
    1,187Employee benefits
    
    
    437
    
    
    
    404Occupancy
    
    
    232
    
    
    
    238Equipment
    
    
    179
    
    
    
    167Data processing expense
    
    
    334
    
    
    
    324Director compensation
    
    
    114
    
    
    
    119Professional fees
    
    
    84
    
    
    
    104Taxes, other than income
    
    
    131
    
    
    
    138Amortization of intangibles
    
    
    11
    
    
    
    11Other noninterest expense
    
    
    264
    
    
    
    276Total noninterest expense
    
    
    3,041
    
    
    
    2,968Income before income taxes
    
    
    1,941
    
    
    
    1,782Provision for income taxes
    
    
    539
    
    
    
    503Net income
    
    $
    1,402
    
    
    $
    1,279Earnings per shareBasic
    
    $
    0.32
    
    
    $
    0.29Diluted
    
    $
    0.32
    
    
    $
    0.29Cash dividends declared per share
    
    $
    0.18
    
    
    $
    0.17Weighted average basic shares outstanding
    
    
    4,403,132
    
    
    
    4,450,211Weighted average diluted shares outstanding
    
    
    4,412,846
    
    
    
    4,460,246
  4




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##### 



Juniata Valley Financial Corp. and Subsidiary
 
 Consolidated Statements of Changes in Stockholders Equity
   Three Months Ended March 31, 2008Number
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulatedof
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalShares
    
    
    Common
    
    
    
    
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    StockholdersOutstanding
    
    
    Stock
    
    
    Surplus
    
    
    Earnings
    
    
    Loss
    
    
    Stock
    
    
    EquityBalance at December 31, 2007
    
    
    4,409,445
    
    
    $
    4,746
    
    
    $
    18,297
    
    
    $
    32,755
    
    
    $
    (557
    )
    
    $
    (6,669
    )
    
    $
    48,572Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,402
    
    
    
    
    
    
    
    
    
    
    
    1,402Change in unrealized losses on securities
available for sale, net of reclassifica-
tion adjustment and tax effects
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    414
    
    
    
    
    
    
    
    414Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,816Implementation of EITF 06-4, Accounting
for Deferred Compensation and
Postretirement Benefit Aspects of
Endorsement Split-Dollar Life Insurance
Arrangements (Note B)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (480
    )
    
    
    
    
    
    
    
    
    
    
    (480
    )Cash dividends at $0.18 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (793
    )
    
    
    
    
    
    
    
    
    
    
    (793
    )Stock-based compensation activity
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12Purchase of treasury stock, at cost
    
    
    (14,525
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (302
    )
    
    
    (302
    )Balance at March 31, 2008
    
    
    4,394,920
    
    
    $
    4,746
    
    
    $
    18,309
    
    
    $
    32,884
    
    
    $
    (143
    )
    
    $
    (6,971
    )
    
    $
    48,825
 Three Months Ended March 31, 2007Number
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulatedof
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalShares
    
    
    Common
    
    
    
    
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    StockholdersOutstanding
    
    
    Stock
    
    
    Surplus
    
    
    Earnings
    
    
    Loss
    
    
    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 reclassifica-
tion 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
  5




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Juniata Valley Financial Corp. and Subsidiary
 
 Consolidated Statements of Cash Flows
   Three Months Ended March 31,2008
    
    
    2007Operating activities:Net income
    
    $
    1,402
    
    
    $
    1,279Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    32
    
    
    
    67Provision for depreciation
    
    
    170
    
    
    
    160Net (accretion) amortization of securities premiums (discounts)
    
    
    (18
    )
    
    
    23Amortization of core deposit intangible
    
    
    11
    
    
    
    11Net realized gains on sales of securities
    
    
    (13
    )
    
    
    Losses (gains) on sales of other assets
    
    
    6
    
    
    
    (12
    )Earnings on bank owned life insurance and annuities
    
    
    (124
    )
    
    
    (104
    )Deferred income tax expense (benefit)
    
    
    3
    
    
    
    (4
    )Equity in earnings of unconsolidated subsidiary, net of dividends of $0 and $48
    
    
    (42
    )
    
    
    7Stock-based compensation expense
    
    
    12
    
    
    
    10(Increase) decrease in accrued interest receivable and other assets
    
    
    (891
    )
    
    
    34(Decrease) increase in accrued interest payable and other liabilities
    
    
    (3
    )
    
    
    527Net cash provided by operating activities
    
    
    545
    
    
    
    1,998Investing activities:Purchases of:Securities available for sale
    
    
    (10,176
    )
    
    
    (14,582
    )Securities held to maturity
    
    
    
    
    
    
    (3,955
    )FHLB stock
    
    
    (166
    )
    
    
    Premises and equipment
    
    
    (384
    )
    
    
    (58
    )Bank owned life insurance and annuities
    
    
    (28
    )
    
    
    (29
    )Proceeds from:Maturities of and principal repayments on
securities available for sale
    
    
    17,949
    
    
    
    9,547Redemption of FHLB stock
    
    
    
    
    
    
    82Bank owned life insurance and annuities
    
    
    19
    
    
    
    20Sale of other real estate owned
    
    
    45
    
    
    
    157Net (increase) decrease in loans receivable
    
    
    (2,778
    )
    
    
    5,614Net cash provided by (used in) investing activities
    
    
    4,481
    
    
    
    (3,204
    )Financing activities:Net increase in deposits
    
    
    4,200
    
    
    
    6,479Net decrease in short-term borrowings and securities
sold under agreements to repurchase
    
    
    (135
    )
    
    
    (587
    )Cash dividends
    
    
    (793
    )
    
    
    (757
    )Purchase of treasury stock
    
    
    (302
    )
    
    
    (290
    )Treasury stock issued for dividend reinvestment
and employee stock purchase plan
    
    
    
    
    
    
    25Net cash provided by financing activities
    
    
    2,970
    
    
    
    4,870Net increase in cash and cash equivalents
    
    
    7,996
    
    
    
    3,664Cash and cash equivalents at beginning of period
    
    
    20,524
    
    
    
    17,778Cash and cash equivalents at end of period
    
    $
    28,520
    
    
    $
    21,442Supplemental information:Interest paid
    
    $
    2,531
    
    
    $
    2,702Income taxes paid
    
    $
    75
    
    
    $
    Supplemental schedule of noncash investing and financing activities:Transfer of loans to other real estate owned
    
    $
    
    
    
    $
    52
  6




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Juniata Valley Financial Corp. and Subsidiary
 
      Accounting for Post Retirement Benefit Obligations
    7




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Three Months Ended March 31, 2008
    
    
    Three Months Ended March 31, 2007Before
    
    
    Tax Expense
    
    
    
    
    
    
    Before
    
    
    Tax ExpenseTax
    
    
    or
    
    
    Net-of-Tax
    
    
    Tax
    
    
    or
    
    
    Net-of-TaxAmount
    
    
    (Benefit)
    
    
    Amount
    
    
    Amount
    
    
    (Benefit)
    
    
    AmountNet income
    
    $
    1,941
    
    
    $
    539
    
    
    $
    1,402
    
    
    $
    1,782
    
    
    $
    503
    
    
    $
    1,279Other comprehensive income:Unrealized gains on available for sale securities:Unrealized gains arising during the period
    
    
    621
    
    
    
    211
    
    
    
    410
    
    
    
    64
    
    
    
    21
    
    
    
    43Unrealized gains from unconsolidated subsidiary
    
    
    13
    
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    Less reclassification adjustment for:gains included in net income
    
    
    (13
    )
    
    
    (4
    )
    
    
    (9
    )
    
    
    
    
    
    
    
    
    
    
    Other comprehensive income
    
    
    621
    
    
    
    207
    
    
    
    414
    
    
    
    64
    
    
    
    21
    
    
    
    43Total comprehensive income
    
    $
    2,562
    
    
    $
    746
    
    
    $
    1,816
    
    
    $
    1,846
    
    
    $
    524
    
    
    $
    1,322
   (Amounts, except earnings per share, in thousands)Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31, 2008
    
    
    March 31, 2007Net income
    
    $
    1,402
    
    
    $
    1,279Weighted-average common shares outstanding
    
    
    4,403
    
    
    
    4,450Basic earnings per share
    
    $
    0.32
    
    
    $
    0.29Weighted-average common shares outstanding
    
    
    4,403
    
    
    
    4,450Common stock equivalents due to effect of stock options
    
    
    10
    
    
    
    10Total weighted-average common shares and equivalents
    
    
    4,413
    
    
    
    4,460Diluted earnings per share
    
    $
    0.32
    
    
    $
    0.29
 8




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##### 



Three Months EndedMarch 31,(Dollar amounts in thousands)
    
    2008
    
    2007Components of net periodic
pension costService cost
    
    $
    45
    
    
    $
    74Interest cost
    
    
    110
    
    
    
    99Expected return on plan assets
    
    
    (106
    )
    
    
    (90
    )Additional recognized amounts
    
    
    9
    
    
    
    13Net periodic pension cost
    
    $
    58
    
    
    $
    96
    9




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##### 



10




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##### 



Securities Available for Sale.
 Impaired Loans
  Level 1
    
    Level 2
    
    Level 3
    
    Total FairInputs
    
    Inputs
    
    Inputs
    
    ValueSecurities available for sale
    
    
    
    
    
    $
    59,081
    
    
    
    
    
    
    $
    59,081
    11




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
         12




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##### 



March 31,
    
    December 31,
    
    Change2008
    
    2007
    
    $
    
    %Deposits:Demand, non-interest bearing
    
    $
    49,686
    
    
    $
    48,755
    
    
    $
    931
    
    
    
    1.9
    %NOW and money market
    
    
    70,202
    
    
    
    74,821
    
    
    
    (4,619
    )
    
    
    (6.2
    %)Savings
    
    
    36,154
    
    
    
    33,877
    
    
    
    2,277
    
    
    
    6.7
    %Time deposits, $100,000 and more
    
    
    39,158
    
    
    
    36,308
    
    
    
    2,850
    
    
    
    7.8
    %Other time deposits
    
    
    168,457
    
    
    
    165,696
    
    
    
    2,761
    
    
    
    1.7
    %Total deposits
    
    $
    363,657
    
    
    $
    359,457
    
    
    $
    4,200
    
    
    
    1.2
    %
  March 31,
    
    December 31,
    
    Change2008
    
    2007
    
    $
    
    %Loans:Commercial
    
    $
    92,511
    
    
    $
    91,679
    
    
    $
    832
    
    
    
    0.9
    %Mortgage
    
    
    129,268
    
    
    
    127,324
    
    
    
    1,944
    
    
    
    1.5
    %Home Equity , net of unearned
    
    
    63,601
    
    
    
    63,678
    
    
    
    (77
    )
    
    
    (0.1
    %)Installment
    
    
    15,384
    
    
    
    15,319
    
    
    
    65
    
    
    
    0.4
    %Total loans
    
    $
    300,764
    
    
    $
    298,000
    
    
    $
    2,764
    
    
    
    0.9
    %
  Periods Ended March 31,2008
    
    
    2007Balance of allowance  January 1
    
    $
    2,322
    
    
    $
    2,572Loans charged off
    
    
    (25
    )
    
    
    (56
    )Recoveries of loans previously charged off
    
    
    11
    
    
    
    15Net charge-offs
    
    
    (14
    )
    
    
    (41
    )Provision for loan losses
    
    
    32
    
    
    
    67Balance of allowance  end of period
    
    $
    2,340
    
    
    $
    2,598Ratio of net charge-offs during period to
average loans outstanding
    
    
    0.00
    %
    
    
    0.01
    %
  13




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##### 



(Dollar amounts in thousands)
    
    March 31, 2008
    
    December 31, 2007Non-performing loansNonaccrual loans
    
    $
    766
    
    
    $
    Accruing loans past due 90 days or more
    
    
    659
    
    
    
    837Restructured loans
    
    
    
    
    
    
    Total
    
    $
    1,425
    
    
    $
    837Average loans outstanding
    
    $
    298,944
    
    
    $
    300,607Ratio of non-performing loans to average loans outstanding
    
    
    0.48
    %
    
    
    0.28
    %
     Comparison of the Three Months Ended March 31, 2008 and 2007
   14




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##### 



Three Months EndedMarch 312008
    
    2007Return on average assets (annualized)
    
    
    1.34
    %
    
    
    1.23
    %Return on average equity (annualized)
    
    
    11.60
    %
    
    
    10.64
    %Average equity to average assets
    
    
    11.52
    %
    
    
    11.53
    %Non-interest income, excluding securities gains, as a percentage of average assets (annualized)
    
    
    1.07
    %
    
    
    0.99
    %Non-interest expense as a percentage of average assets (annualized)
    
    
    2.90
    %
    
    
    2.85
    %
          15




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##### 



16




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##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
    17




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##### 



18




---



##### 



Change in Net
    
    Change in NetInterest Income
    
    Interest IncomeChange in
    
    
    
    Due to Interest
    
    Due to
    
    Total Change inInterest Rates
    
    
    
    Rate Risk
    
    Imbedded
    
    Net Interest(Basis Points)
    
    
    
    (Static)
    
    Options
    
    Income200
    
    
    
    
    $
    29
    
    
    $
    105
    
    
    $
    134100
    
    
    
    
    
    15
    
    
    
    37
    
    
    
    520
    
    
    
    
    
    
    
    
    
    
    
    
    
    -100
    
    
    
    
    
    (15
    )
    
    
    277
    
    
    
    262-200
    
    
    
    
    
    (29
    )
    
    
    585
    
    
    
    556
   
 Item 4. Controls and Procedures
 Disclosure Controls and Procedures
    Changes in Internal Control Over Financial Reporting
  19




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##### 



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, 2007.
 
 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, 2008:
 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, 2008
    
    
    5,200
    
    
    $
    20.60
    
    
    
    5,200
    
    
    
    86,291February 1-29,2008
    
    
    3,100
    
    
    
    20.85
    
    
    
    3,100
    
    
    
    83,191March 1-31, 2008
    
    
    6,225
    
    
    
    20.90
    
    
    
    6,225
    
    
    
    76,966Totals
    
    
    14,525
    
    
    $
    20.78
    
    
    
    14,525
    
    
    
    76,966
 (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, 2008, the number of shares that may yet be purchased under the
program was 76,966. 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
 
 Item 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSNone
 
 Item 5.
    
    OTHER INFORMATIONNone
 20




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##### 



Item 6.
    
    EXHIBITS3.1   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)3.2   Bylaws (incorporated by reference to Exhibit 3.2 to the
Companys report on Form 8-K filed with the SEC on December 21, 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 05-09-2008
    By
    /s/ Francis J.EvanitskyFrancis J. Evanitsky, Presidentand Chief Executive OfficerDate 05-09-2008
    By
    /s/ JoAnn N. McMinnJoAnn N. McMinn, Chief FinancialOfficer 21