EXHIBIT 31.2
                 Citizens Financial Corporation and Subsidiaries
                  Certification of Principal Financial Officer
                 Certification for Quarterly Report on Form 10Q





I, Brent L. Nemec, certify that:

1.     I  have reviewed this quarterly report  on Form 10Q of Citizens Financial
       Corporation;

2.     Based on my  knowledge, this 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 report;

3.     Based  on my  knowledge, the  financial  statements, and  other financial
       information  included in  this  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 report;

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

       (a)    Designed such disclosure  controls and  procedures, or caused such
              disclosure  controls  and  procedures  to be  designed  under  our
              supervision, 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 report is being prepared;

       (b)    Evaluated  the  effectiveness   of  the  registrant's   disclosure
              controls  and  procedures   and  presented  in   this  report  our
              conclusions about the effectiveness of the disclosure controls and
              procedures,  as of  the end of  the period  covered by this report
              based on such evaluation; and

       (c)    Disclosed  in this  report any change in the registrant's internal
              control  over   financial  reporting  that   occurred  during  the
              registrant's  most recent fiscal  quarter (the registrant's fourth
              fiscal  quarter  in  the  case  of  an  annual  report)  that  has
              materially affected, or is reasonably likely to materially affect,
              the registrant's internal control over financial reporting; and

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

       (a)    All significant deficiencies and material weaknesses in the design
              or  operation of internal  control over financial  reporting which
              are reasonably likely to adversely affect the registrant's ability
              to  record, process, summarize and  report financial  information;
              and

       (b)    Any fraud,  whether or not  material, that involves  management or
              other  employees  who have a  significant role in the registrant's
              internal control over financial reporting.


  Signature and Title:     /s/ Brent L. Nemec, Chief Financial Officer
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  Date:    11/14/2003
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