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, no  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:    08/12/2003
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