10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

Or

[ ] 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 0-13222

CITIZENS FINANCIAL SERVICES, INC.

(Exact name of registrant as specified in its charter)

   PENNSYLVANIA        23-2265045

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

First Citizens National Bank

15 South Main Street

 Mansfield, Pennsylvania  16933

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (570) 662-2121

Indicate by checkmark whether the registrant (1) has filed all reports 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. Yes__X___ No_____

Indicate by checkmark whether the registrant is an accelerated filer (as described in Rule 12b-2 of the Exchange Act). Yes____ No __X__

The number of shares outstanding of the Registrant's Common Stock, as of May 1, 2005, 2,840,257 shares of Common Stock, par value $1.00.

Citizens Financial Services, Inc.

Form 10-Q

INDEX

	PAGE
Part IFIANCIAL INFORMATION
Item I -Financial Statements (unaudited)
Consolidated Balance Sheet as of March 31, 2005 and December 31, 2004	1
Consolidated Statement of Income for the Three Months Ended March 31, 2005 and 2004	2
Consolidated Statement of Comprehensive Income for the Three Months Ended March 31, 2005 and 2004	3
Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2005 and 2004	4
Notes to Consolidated Financial Statements	5-6
Item 2 -Management’s Discussion and Analysis of Financial Condition and Results of Operations	7-19
Item 3 -Quantitative and Qualitative Disclosure About Market Risk	20
Item 4 - Controls and Procedures	20
Part IIOTHER INFORMATION
Item 1 -Legal Proceedings	21
Item 2 - Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	21
Item 3 -Defaults upon Senior Securities	21
Item 4 -Submission of Matters to a Vote of Security Holders	21
Item 5 -Other Information	21
Item 6 -Exhibits and Reports on Form 8-K	22
Signatures	23

CITIZENS FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
	March 31			December 31
(in thousands, except per share data)	2005			2004
ASSETS:
Cash and due from banks:
Noninterest-bearing	$	7,910		$	9,162
Interest-bearing		100			177
Total cash and cash equivalents		8,010			9,339
Available-for-sale securities		94,611			95,747
Loans (net of allowance for loan losses of $3,856 and $3,919)		364,786			355,774
Premises and equipment		11,700			11,833
Accrued interest receivable		2,036			1,736
Goodwill		8,605			8,605
Core deposit intangible		1,117			1,262
Bank owned life insurance		7,523			7,449
Other assets		8,034			7,602
TOTAL ASSETS	$	506,422		$	499,347
LIABILITIES:
Deposits:
Noninterest-bearing	$	45,642		$	46,866
Interest-bearing		367,582			372,208
Total deposits		413,224			419,074
Borrowed funds		48,367			34,975
Accrued interest payable		1,632			1,870
Other liabilities		2,809			2,639
TOTAL LIABILITIES		466,032			458,558
STOCKHOLDERS' EQUITY:
Common Stock
$1.00 par value; authorized 10,000,000 shares;
issued 2,937,519 shares in 2005 and 2004, respectively		2,938			2,938
Additional paid-in capital		10,804			10,804
Retained earnings		29,593			28,894
TOTAL		43,335			42,636
Accumulated other comprehensive income (loss)		(934	)		164
Less: Treasury Stock, at cost
97,262 shares for 2005 and 2004, respectively		(2,011	)		(2,011	)
TOTAL STOCKHOLDERS' EQUITY		40,390			40,789
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	506,422		$	499,347
The accompanying notes are an integral part of these unaudited consolidated financial statements.

1

CITIZENS FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
	Three Months Ended
	March 31,
(in thousands, except per share data)	2005		2004
INTEREST INCOME:
Interest and fees on loans	$	5,919	$	5,348
Interest-bearing deposits with banks		-		5
Investment securities:
Taxable		792		892
Nontaxable		117		85
Dividends		51		62
TOTAL INTEREST INCOME		6,879		6,392
INTEREST EXPENSE:
Deposits		2,168		1,964
Borrowed funds		378		213
TOTAL INTEREST EXPENSE		2,546		2,177
NET INTEREST INCOME		4,333		4,215
Provision for loan losses		-		-
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		4,333		4,215
NON-INTEREST INCOME:
Service charges		673		731
Trust		121		127
Brokerage		38		54
Insurance		83		28
Investment securities gains, net		-		287
Earnings on bank owned life insurance		74		79
Other		121		90
TOTAL NON-INTEREST INCOME		1,110		1,396
NON-INTEREST EXPENSES:
Salaries and employee benefits		1,921		1,925
Occupancy		303		286
Furniture and equipment		175		169
Professional fees		145		154
Amortization		144		109
Other		1,143		1,028
TOTAL NON-INTEREST EXPENSES		3,831		3,671
Income before provision for income taxes		1,612		1,940
Provision for income taxes		345		447
NET INCOME	$	1,267	$	1,493
Earnings Per Share	$	0.45	$	0.53
Cash Dividend Declared	$	0.200	$	0.190
Weighted average number of shares outstanding		2,840,257		2,840,558
The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

CITIZENS FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
	Three Months Ended
	March 31
(in thousands)				2005					2004
Net income				$	1,267				$	1,493
Other comprehensive income:
Unrealized gains (losses) on available for sale securities		(1,664	)				348
Less: Reclassification adjustment for gains included in net income		-					(287	)
Other comprehensive income (loss) before tax					(1,664	)				61
Income tax expense (benefit) related to other comprehensive income					(566	)				21
Other comprehensive income (loss), net of tax					(1,098	)				40
Comprehensive income				$	169				$	1,533
The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

CITIZENS FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)	Three Months Ended
	March 31,
(in thousands)	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,267		$	1,493
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization		370			338
Amortization and accretion of investment securities		188			226
Deferred income taxes		5			(65	)
Investment securities gains, net		-			(287	)
Realized gains on loans sold		(10	)		(9	)
Earnings on bank owned life insurance		(74	)		(79	)
Originations of loans held for sale		(637	)		(535	)
Proceeds from sales of loans held for sale		647			624
Loss (gain) on sale of foreclosed assets held for sale		(9	)		2
Increase in accrued interest receivable		(300	)		(87	)
Decrease in accrued interest payable		(238	)		(341	)
Other, net		125			(81	)
Net cash provided by operating activities		1,334			1,199
CASH FLOWS FROM INVESTING ACTIVITIES:
Available-for-sale securities:
Proceeds from sales of available-for-sale securities		-			7,690
Proceeds from maturity and principal repayments of securities		4,024			5,242
Purchase of securities		(4,739	)		(11,748	)
Proceeds from redemption of Regulatory Stock		715			541
Purchase of Regulatory Stock		(729	)		(144	)
Net increase in loans		(9,136	)		(156	)
Purchase of premises and equipment		(80	)		(38	)
Proceeds from sale of premises and equipment		200			-
Proceeds from sale of foreclosed assets held for sale		108			45
Net cash provided by (used in) investing activities		(9,637	)		1,432
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits		(5,850	)		1,384
Proceeds from long-term borrowings		8,021			24
Net increase (decrease) in short-term borrowed funds		5,371			(1,376	)
Dividends paid		(568	)		(534	)
Net cash provided by (used in) financing activities		6,974			(502	)
Net increase (decrease) in cash and cash equivalents		(1,329	)		2,129
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		9,339			9,951
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	8,010		$	12,080
Supplemental Disclosures of Cash Flow Information:
Interest paid	$	2,776		$	2,518
The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

CITIZENS FINANCIAL SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation

 Citizens Financial Service, Inc., (individually and collectively, the “Company”) is a Pennsylvania corporation organized as the holding company of its wholly owned subsidiary, First Citizens National Bank (the “Bank”), and its subsidiary, First Citizens Insurance Agency, Inc. All material inter-company balances and transactions have been eliminated in consolidation.

 The accompanying interim financial statements have been prepared by the Company without audit and, in the opinion of management, reflect all adjustments (which include only normal, recurring adjustments) necessary to present fairly the Company's financial position as of March 31, 2005, and the results of operations for the interim periods presented. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. For further information refer to the consolidated financial statements and footnotes thereto incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 2004.

Note 2 - Earnings per Share

 Earnings per share calculations give retroactive effect to stock dividends declared by the Company. The weighted average number of shares used in the earnings per share and dividends per share calculation was 2,840,257 for 2005 and 2,840,558 for 2004. The Company has no dilutive securities.

Note 3 - Income Tax Expense

 Income tax expense is less than the amount calculated using the statutory tax rate, primarily the result of tax-exempt income earned from state and municipal securities and loans and investment in tax credits.

Note 4 - Employee Benefit Plans

Components of Net Periodic Benefit Cost - Defined Benefit Plans

 For a detailed disclosure on the Company's pension and employee benefits plans, please refer to Note 8 of the Company's Consolidated Financial Statements included in the 2004 Annual Report on Form 10-K.

The following sets forth the components of net periodic benefit costs of the defined benefit plans for the three months ended March 31, 2005 and 2004, respectively (dollars presented in thousands):

	Pension Benefits
	2005			2004
Service cost	$	68		$	84
Interest cost		60			74
Expected return on plan assets		(68	)		(83	)
Net amortization and deferral		6			6
Net periodic benefit cost	$	66		$	81

The Company previously disclosed in its financial statements for the year ended December 31, 2004, that it expected to contribute $412,000 to its defined benefit pension plan in 2005. As of March 31, 2005, no contributions have been made.

5

Defined Contribution Plan

The Company also sponsors a defined contribution plan covering substantially all of its employees. The Company contributes three percent of applicable salaries into the plan. Through March 31, 2005, the Company contributed $51,000 into the defined contribution plan.

Note 5 - Recent Accounting Pronouncements

In April, the Securities and Exchange Commission adopted a new rule that amends the compliance dates for Financial Accounting Standards Board's (“FASB”) Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (FAS No. 123R). The Statement requires that compensation costs relating to share-based payment transactions are recognized in financial statements and that this cost be measured based on the fair value of the equity or liability instruments issued. FAS No. 123 (Revised 2004) covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. The Company will adopt FAS No. 123 (Revised 2004) on January 1, 2006 and is currently evaluating the impact the adoption of the standard will have on the Company’s results of operations.

In December 2004, FASB issued FAS No. 153, “Exchanges of Non-monetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Non-monetary Transactions”, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. FAS No. 153 amends Opinion No. 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of FAS No. 153 are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.

6

ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement

 Forward-looking statements may prove inaccurate. We have made forward-looking statements in this document, and in documents that we incorporate by reference, that are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of Citizens Financial Services, Inc., First Citizens National Bank, First Citizens Insurance Agency, Inc. or the combined company. When we use such words as "believes," "expects,” "anticipates," or similar expressions, we are making forward-looking statements. For a variety of reasons, actual results could differ materially from those contained in or implied by forward-looking statements. The Company would like to caution readers that the following important factors, among others, may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward looking statement:

·   Interest rates could change more rapidly or more significantly than we expect.

·   The economy could change significantly in an unexpected way, which would cause the demand for new loans and the ability of borrowers to repay outstanding loans to change in ways that our models do not anticipate.

·   The stock and bond markets could suffer a significant disruption, which may have a negative effect on our financial condition and that of our borrowers, and on our ability to raise money by issuing new securities.

·   It could take us longer than we anticipate to implement strategic initiatives designed to increase revenues or manage expenses, or we may be unable to implement those initiatives at all.

·   Acquisitions and dispositions of assets could affect us in ways that management has not anticipated.

·   We may become subject to new legal obligations or the resolution of litigation may have a negative effect on our financial condition.

·   We may become subject to new and unanticipated accounting, tax, or regulatory practices, regulations or requirements, including the costs of compliance with such changes.

Introduction

The following is management's discussion and analysis of the significant changes in the results of operations, capital resources and liquidity presented in its accompanying consolidated financial statements for Citizens Financial Service, Inc., a bank holding company and its subsidiary (the Company). Our Company's consolidated financial condition and results of operations consist almost entirely of our wholly owned subsidiary’s (First Citizens National Bank) financial conditions and results of operations. Management’s discussion and analysis should be read in conjunction with the preceding March 31, 2005 financial information. The results of operations for the three months ended March 31, 2005 and 2004 are not necessarily indicative of the results you may expect for the full year.

Our Company currently engages in the general business of banking throughout our service area of Potter, Tioga and Bradford counties in North Central Pennsylvania and Allegany, Steuben, Chemung and Tioga counties in Southern New York. Our lending and deposit products and investment services are offered primarily within the vicinity of our service area.

The market area that First Citizens National Bank operates is rural in nature. The customer makeup consists of small businesses and individuals. The state of the economy in the region is mixed with unemployment rates generally running above the state average at this time.

Risk identification and management are essential elements for the successful management of the Company. In the normal course of business, the Company is subject to various types of risk including interest rate, credit and liquidity risk.

Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the direction and frequency of changes in interest rates. Interest rate risk results from various re-pricing frequencies and the maturity structure of the financial instruments owned by the Company. The Company uses its asset/liability management policy to control and manage interest rate risk.

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms. Credit risk results from loans with customers and purchasing of securities. The Company’s primary credit risk is in the loan portfolio. The Company manages credit risk by adhering to an established credit policy and through a disciplined evaluation of the adequacy of the allowance for loan losses. Also, the investment policy limits the amount of credit risk that may be taken in the investment portfolio.

7

Liquidity risk represents the inability to generate or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers and obligations to depositors. The Company has established guidelines within its asset/liability policy to manage liquidity risk. These guidelines include contingent funding alternatives.

Readers should carefully review the risk factors described in other documents our Company files, from time to time, with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 2004, filed by our Company and any current reports on Form 8-K filed by our Company.

We face strong competition in the communities we serve from other commercial banks, savings banks, savings and loan associations and credit unions, some of which are substantially larger institutions than our subsidiary. In addition, insurance companies, investment-counseling firms, and other business firms and individuals offer personal and corporate trust services. We also compete with credit unions, issuers of money market funds, securities brokerage firms, consumer finance companies and mortgage brokers. These entities are strong competitors for virtually all types of financial services.

In recent years, the financial services industry has experienced tremendous change to competitive barriers between bank and non-bank institutions. We not only must compete with traditional financial institutions, but also with other business corporations that have begun to deliver competing financial services. Competition for banking services is based on price, nature of product, quality of service, and in the case of certain activities, convenience of location.

Trust and Investment Services

Our Trust and Investment Department services range from professional estate settlement services through management of complex trust accounts to investment management and custody of securities. Our Trust and Investment Department manages retirement accounts for many area companies and individuals. We also manage many individual IRAs, both rollover and contributory.

 The Investment Department offers full service brokerage services in selected locations throughout the Bank’s market area and appointments can be made in any First Citizens National Bank branch.

 The Bank offers life and health insurance, as well as annuities through our insurance subsidiary, First Citizens Insurance Agency, Inc.

Financial Condition

Total assets (shown in the Consolidated Balance Sheet) of $506.4 million have increased 1.4% since year-end 2004’s balance of $499.3 million. Net loans increased 2.5% to $364.8 million and investment securities decreased 1.2% to $94.6 million since year-end 2004. Total deposits decreased $5.9 million or 1.4% to $413.2 million since year-end 2004. Borrowed funds have increased $13.4 million to $48.4 million compared with $35.0 million at year-end. Explanations of variances will be described within the following appropriate sections.

Cash and Cash Equivalents

Cash and cash equivalents totaled $8,010,000 at March 31, 2005 compared to $9,339,000 on December 31, 2004. Noninterest-bearing cash decreased $1,252,000 since year-end 2004, while interest-bearing cash decreased $77,000 during that same period. We believe the liquidity needs of the Company, are satisfied by the current balance of cash and cash equivalents, readily available access to traditional funding sources, and the portion of the investment and loan portfolios that mature within one year. These sources of funds will enable the Company to meet cash obligations and off-balance sheet commitments as they come due.

8

Investments

Our investment portfolio decreased by $1,136,000 or 1.2% from December 31, 2004 to March 31, 2005. During the first quarter of 2005 we purchased approximately $4.7 million of municipal bonds. Offsetting this, we continued to receive principal repayments, totaling approximately $4.0 million in the first quarter, from our mortgaged backed securities portfolio. The overall market value of our investment portfolio has decreased approximately $1.6 million due to increases in overall interest rates and the direct affect on our investment portfolio.

Management continues to monitor the earnings performance and the effectiveness of the liquidity of the investment portfolio on a regular basis. Through active balance sheet management and analysis of the securities portfolio, the Company maintains sufficient liquidity to satisfy depositor requirements and various credit needs of its customers.

Loans

The Company’s lending is focused in the north central Pennsylvania market and the southern tier of New York. The composition of our loan portfolio consists principally of retail lending, which includes single-family residential mortgages and other consumer lending, and commercial lending primarily to locally owned small businesses. New loans are generated primarily from direct loans to our existing customer base, with new customers generated by referrals from real estate brokers, building contractors, attorneys, accountants and existing customers.

As shown in the tables below (dollars in thousands), total loans increased approximately $8.9 million or 2.5% during the first quarter of 2005. Municipal loans increased $8.2 million due primarily to the addition of one large municipal loan totaling approximately $10 million. Residential and commercial real estate loans increased $1.8 million and $1.6 million, respectively. Offsetting these were decreases in agricultural and construction real estate loans of $.9 million and $1.4 million, respectively.

We are cautiously optimistic that loan demand will increase for the remainder of the year. With last year’s acquisition of two branches from the Legacy Bank in Bradford County, Pennsylvania, we have increased our customer base and expect to expand upon those new relationships. Secondly, residential mortgage lending continues to be a principal business activity and one our Company expects to continue by providing a full complement of competitively priced conforming, nonconforming and home equity mortgages. Management has worked diligently on a program through Fannie Mae that would allow customers to construct residential homes through a one-closing process. Through this construction-to-permanent lending product, we hope to give our customers another avenue in which to meet their needs. We continue to emphasize branch office personnel training and the focus on flexibility and fast “turn around time” that will continue to aid in growing our loan portfolio. Finally, the Company’s team of strong, experienced business development officers enables us to meet the needs of commercial and agricultural customers within our service area.

9

	March 31,				December 31,
	2005				2004
	Amount		%		Amount		%
Real estate:
Residential	$	191,597		52.0	$	189,803		52.8
Commercial		76,796		20.8		75,228		20.9
Agricultural		10,694		2.9		11,564		3.2
Construction		5,888		1.6		7,282		2.0
Loans to individuals
for household, family and other purchases		12,430		3.4		12,657		3.5
Commercial and other loans		27,923		7.6		28,069		7.8
State & political subdivision loans		43,314		11.7		35,090		9.8
Total loans		368,642		100.0		359,693		100.0
Less allowance for loan losses		3,856				3,919
Net loans	$	364,786			$	355,774

	March 31, 2005/
	December 31, 2004
	Change
	Amount			%
Real estate:
Residential	$	1,794			0.9
Commercial		1,568			2.1
Agricultural		(870	)		(7.5	)
Construction		(1,394	)		(19.1	)
Loans to individuals
for household, family and other purchases		(227	)		(1.8	)
Commercial and other loans		(146	)		(0.5	)
State & political subdivision loans		8,224			23.4
Total loans	$	8,949			2.5

Allowance For Loan Losses

As shown in the following table (dollars in thousands), the Allowance for Loan Losses as a percentage of loans decreased from 1.09% at December 31, 2004 to 1.05% at March 31, 2005. The dollar amount of the reserve decreased $63,000 since year-end 2004. The decrease is a result of no provision in the first three months less net charge-offs. Gross charge-offs for the first three months of 2005 were $73,000, while recoveries were $10,000.

	March 31,			December 31,
	2005			2004			2003			2002			2001
Balance, at beginning of period	$ 3,919			$ 3,620			$ 3,621			$ 3,250			$ 2,777
Provision charged to income		-			-			435			435			445
Increase related to acquisition		-			290			-			-			-
Recoveries on loans previously
charged against the allowance		10			324			116			115			175
		3,929			4,234			4,172			3,800			3,397
Loans charged against the allowance		(73	)		(315	)		(552	)		(179	)		(147	)
Balance, at end of year	$	3,856		$	3,919		$	3,620		$	3,621		$	3,250
Allowance for loan losses as a percent
of total loans		1.05	%		1.09	%		1.14	%		1.21	%		1.20	%
Allowance for loan losses as a percent
of non-performing loans		199.79	%		176.53	%		134.62	%		119.94	%		149.56	%

The adequacy of the allowance for loan losses is subject to a formal analysis by management of the Company. Management deems the allowance to be adequate to absorb inherent losses probable in the portfolio, as of March 31, 2005. The Company has disclosed in its annual report on Form 10-K the process and methodology supporting the loan loss provision.

Bank Owned Life Insurance

The Company has elected to purchase bank owned life insurance to offset future employee benefit costs. As of March 31, 2005 the cash surrender value of this life insurance is $7,523,000, an increase of $74,000 since year end. The use of life insurance policies provides the bank with an asset that will generate earnings to partially offset the current costs of benefits, and eventually (at the death of the insureds) provide partial recovery of cash outflows associated with the benefits.

10

Deposits

Traditional deposits continue to be the most significant source of funds for the Company. As shown in the following tables (dollars in thousands), deposits decreased $5,850,000 or 1.4%, since December 31, 2004. As of March 31, 2005, non-interest-bearing deposits decreased by $1,224,000, while NOW accounts decreased by $5,663,000. $4.5 million of this decrease is attributable to a temporary deposit as of December 31, 2004 that was subsequently moved early in 2005. Certificates of deposit declined slightly, while savings and Money Market accounts grew by 5.1% and 1.9%, respectively.

	March 31,				December 31,
	2005				2004
	Amount		%		Amount		%
Non-interest-bearing deposits	$	45,642		11.0	$	46,866		11.2
NOW accounts		68,783		16.6		74,446		17.7
Savings deposits		41,646		10.2		39,636		9.5
Money market deposit accounts		43,133		10.4		42,349		10.1
Certificates of deposit		214,020		51.8		215,777		51.5
Total	$	413,224		100.0	$	419,074		100.0

	March 31, 2005/
	December 31, 2004
	Change
	Amount			%
Non-interest-bearing deposits	$	(1,224	)		(2.6	)
NOW accounts		(5,663	)		(7.6	)
Savings deposits		2,010			5.1
Money market deposit accounts		784			1.9
Certificates of deposit		(1,757	)		(0.8	)
Total	$	(5,850	)		(1.4	)

Borrowed Funds

 Borrowed funds increased $13,392,000 during the first three months of 2005. The funding of the aforementioned large municipal loan and the purchase of $4.7 million of investment securities were the primary reasons for the overall increase in borrowed funds. The Company's daily cash requirements or short-term investments are met by using the financial instruments available through the Federal Home Loan Bank.

In December 2003, the Company formed a special purpose entity, Citizens Financial Statutory Trust I (“the Entity”), to issue $7,500,000 of floating rate obligated mandatory redeemable securities as part of a pooled offering. The rate is determined quarterly and floats based on the 3 month LIBOR plus 2.80%. At March 31, 2005, the rate was 5.83%. The Entity may redeem them, in whole or in part, at face value after December 17, 2008. The Company borrowed the proceeds of the issuance from the Entity in December 2003 in the form of a $7,500,000 note payable, which is included within borrowed funds in the liabilities section of the Company’s balance sheet. Under current accounting rules, the Company’s minority interest in the Entity was recorded at the initial investment amount and is included in the other assets section of the balance sheet. The Entity is not consolidated as part of the Company’s consolidated financial statements.

Stockholder’s Equity

We evaluate stockholders’ equity in relation to total assets and the risks associated with those assets. The greater the capital resource, the more likely a corporation is to meet its cash obligations and absorb unforeseen losses. For these reasons, capital adequacy has been, and will continue to be, of paramount importance.

Total Stockholders’ Equity was $40,390,000, at March 31, 2005 compared to $40,789,000, at December 31, 2004, a decrease of $399,000 or 1.0%. Excluding accumulated other comprehensive income, stockholder’s equity increased $699,000, or 1.7%. In the first three months, the Company had net income of $1,267,000 and declared dividends of $568,000, representing a dividend payout ratio of 44.8%.

11

All of the Company’s investment securities are classified as available-for-sale making this portion of the Company’s balance sheet more sensitive to the changing market value of investments. Accumulated other comprehensive income decreased $1,098,000 compared to December 31, 2004 as a result of interest rate movements.

The Company has also complied with standards of being well capitalized mandated by the banking regulators. The Company’s primary regulators have established “risk-based” capital requirements designed to measure capital adequacy. Risk-based capital ratios reflect the relative risks associated with various assets entities hold in their portfolios. A weight category of 0% (lowest risk assets), 20%, 50%, or 100% (highest risk assets), is assigned to each asset on the balance sheet. The Company’s computed risk-based capital ratios are as follows (dollars in thousands):

	March 31,					December 31,
	2005					2004
Total capital (to risk-weighted assets)	Amount		Ratio			Amount		Ratio
Company	$	42,764		12.91	%	$	42,156		12.86	%
For capital adequacy purposes		26,506		8.00	%		26,215		8.00	%
To be well capitalized		33,132		10.00	%		32,768		10.00	%
Tier I capital (to risk-weighted assets)
Company	$	38,908		11.74	%	$	38,236		11.67	%
For capital adequacy purposes		13,253		4.00	%		13,107		4.00	%
To be well capitalized		19,879		6.00	%		19,661		6.00	%
Tier I capital (to average assets)
Company	$	38,908		7.90	%	$	38,236		7.84	%
For capital adequacy purposes		19,712		4.00	%		19,504		4.00	%
To be well capitalized		24,640		5.00	%		24,379		5.00	%

On April 4, 2001, our Company filed a Registration Statement on Form S-3 establishing a Dividend Re-Investment Plan (DRIP), which was effective for the second quarter dividend in 2001. As of March 31, 2005 we have 423 shareholders participating representing 324,582 shares and the total number of shares purchased since the inception of the plan is 27,361.

Off Balance Sheet Activities

Some financial instruments, such as loan commitments, credit lines, letters of credit and overdraft protection, are issued to meet customer financing needs. The contractual amount of financial instruments with off-balance sheet risk was as follows at March 31, 2005 (dollars in thousands):

Commitments to extend credit	$	58,221
Standby letters of credit		1,581
	$	59,802

12

Results of Operations

Overview of the Income Statement

 The Company had net income of $1,267,000 for the first three months of 2005 compared with earnings of $1,493,000 for the first three months of 2004, a decrease of $226,000. Earnings per share for the first three months of 2005 were $0.45, compared to $.53 for the comparable period in 2004. The return on assets and the return on equity, for the three months of 2005, were 1.01% and 12.41%, respectively. Details of the reasons for this change are discussed on the following pages.

Net Interest Income

 Net interest income, the most significant component of earnings, is the amount by which interest generated from earning assets exceeds interest expense on interest-bearing liabilities.

 Net interest income, for the first quarter of 2005, after provision for loan losses, was $4,333,000, an increase of $118,000, compared to the same period in 2004. The Bank experienced an increase in average earning assets since March 31, 2004 of 9.5%, which came primarily from our continued efforts to grow our existing offices as well as the Legacy branch acquisition.

 The following table sets forth the average balances of, and the interest earned or incurred on, each principal category of assets, liabilities and stockholders’ equity, the related rates, net interest income and rate “spread” created:

13

						Analysis of Average Balances and Interest Rates (1)
	March 31, 2005						March 31, 2004							March 31, 2003
	Average				Average		Average				Average			Average				Average
	Balance (1)		Interest		Rate		Balance (1)		Interest		Rate			Balance (1)		Interest		Rate
(dollars in thousands)	$		$		%		$		$		%			$		$		%
ASSETS
Short-term investments:
Interest-bearing deposits at banks		10		-	2.43			2,577		5		0.79			1,383		4		1.17
Total short-term investments		10		-	2.43			2,577		5		0.79			1,383		4		1.17
Investment securities:
Taxable		89,605		854	3.81			95,711		973		4.07			83,719		1,000		4.78
Tax-exempt (3)		11,223		177	6.31			7,637		128		6.70			12,200		207		6.79
Total investment securities		100,828		1,031	4.09			103,348		1,101		4.26			95,919		1,207		5.03
Loans:
Residential mortgage loans		197,447		3,321	6.82			187,097		3,301		7.16			180,351		3,279		7.37
Commercial & farm loans		115,222		1,950	6.86			81,063		1,384		6.92			75,487		1,506		8.09
Loans to state & political subdivisions		37,965		564	6.02			37,015		570		6.25			29,437		470		6.48
Other loans		12,367		270	8.85			12,634		284		9.12			13,299		303		9.24
Loans, net of discount (2)(3)(4)		363,001		6,105	6.82			317,809		5,539		7.07			298,574		5,558		7.55
Total interest-earning assets		463,839		7,136	6.24			423,734		6,645		6.36			395,876		6,769		6.93
Cash and due from banks		8,372						8,135							8,945
Bank premises and equipment		11,769						10,592							11,168
Other assets		18,789						18,617							9,214
Total non-interest earning assets		38,930						37,344							29,327
Total assets		502,769						461,078							425,203
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
NOW accounts		68,324		114	0.68			58,341		48		0.33			51,981		61		0.48
Savings accounts		40,327		28	0.28			37,449		26		0.28			34,347		36		0.43
Money market accounts		43,880		157	1.45			44,273		103		0.94			45,959		142		1.25
Certificates of deposit		214,609		1,869	3.53			202,764		1,787		3.57			203,151		1,999		3.99
Total interest-bearing deposits		367,140		2,168	2.39			342,827		1,964		2.32			335,438		2,238		2.71
Other borrowed funds		46,137		378	3.32			32,805		213		2.63			11,772		75		2.58
Total interest-bearing liabilities		413,277		2,546	2.50			375,632		2,177		2.35			347,210		2,313		2.70
Demand deposits		44,128						43,169							37,838
Other liabilities		4,513						4,287							4,039
Total non-interest-bearing liabilities		48,641						47,456							41,877
Stockholders' equity		40,851						37,990							36,116
Total liabilities & stockholders' equity		502,769						461,078							425,203
Net interest income				4,590						4,468							4,456
Net interest spread (5)					3.74%							4.01	%						4.23	%
Net interest income as a percentage
of average interest-earning assets					4.01%							4.28	%						4.56	%
Ratio of interest-earning assets
to interest-bearing liabilities					1.12							1.13							1.14
(1) Averages are based on daily averages.
(2) Includes loan origination and commitment fees.
(3) Tax exempt interest revenue is shown on a tax equivalent basis for proper comparison using
a statutory federal income tax rate of 34%.
(4) Income on non-accrual loans is accounted for on a cash basis, and the loan balances are included in interest-earning assets.
(5) Interest rate spread represents the difference between the average rate earned on interest-earning assets
and the average rate paid on interest-bearing liabilities.

14

The following table represents the adjustment to convert net interest income to net interest on a fully taxable equivalent basis for the periods ending March 31, 2005 and 2004:

	For the Three Months
	Ended March 31,
	2005		2004
Total interest income	$	6,879	$	6,392
Total interest expense		2,546		2,177
Net interest income		4,333		4,215
Tax equivalent adjustment		257		253
Net interest income (fully taxable equivalent)	$	4,590	$	4,468

We are currently experiencing a compression of our interest margin over the first three months of 2005 compared to the same time periods in 2004 and 2003 due to the flattening of the yield curve. While short-term interest rates have increased nearly 175 basis points since last June, long-term rates have remained relatively stable. As such, our cost of funds (interest paid on deposits and borrowings) has increased while the rates earned on interest bearing assets have remained relatively flat. As the yield curve becomes steeper, away from a flatter yield curve, we would anticipate our interest margin to improve. We continue to review various pricing and investment strategies to enhance deposit growth while maintaining or improving the current interest margin.

The following table shows the effect of changes in volume and rate on interest income and expense. Tax-exempt interest revenue is shown on a tax-equivalent basis for proper comparison using a statutory federal income tax rate of 34%:

	2005 vs. 2004 (1)									2004 vs. 2003 (1)
	Change in			Change			Total			Change in			Change			Total
	Volume			in Rate			Change			Volume			in Rate			Change
Interest Income:
Short-term investments:
Interest-bearing deposits at banks	$	(8	)	$	3		$	(5	)	$	3		$	(2	)	$	1
Investment securities:
Taxable		136			(255	)		(119	)		133			(160	)		(27	)
Tax-exempt		57			(8	)		49			(76	)		(3	)		(79	)
Total investments		193			(263	)		(70	)		57			(163	)		(106	)
Loans:
Residential mortgage loans		178			(158	)		20			121			(99	)		22
Commercial & farm loans		578			(12	)		566			106			(228	)		(122	)
Loans to state & political subdivisions		15			(21	)		(6	)		117			(17	)		100
Other loans		(7	)		(7	)		(14	)		(15	)		(4	)		(19	)
Total loans, net of discount		764			(198	)		566			329			(348	)		(19	)
Total Interest Income		949			(458	)		491			389			(513	)		(124	)
Interest Expense:
Interest-bearing deposits:
NOW accounts		7			59			66			7			(20	)		(13	)
Savings accounts		2			-			2			3			(13	)		(10	)
Money Market accounts		(1	)		55			54			(5	)		(34	)		(39	)
Certificates of deposit		103			(21	)		82			(4	)		(208	)		(212	)
Total interest-bearing deposits		111			93			204			1			(275	)		(274	)
Other borrowed funds		150			15			165			137			1			138
Total interest expense		261			108			369			138			(274	)		(136	)
Net interest income	$	688		$	(566	)	$	122		$	251		$	(239	)	$	12
(1) The portion of the total change attributable to both volume and rate changes during the year has been allocated
to volume and rate components based upon the absolute dollar amount of the change in each component prior to allocation.

15

As can be seen from the preceding tables, tax equivalent net interest income rose from $4,456,000 in 2003 to $4,468,000 in 2004, and increased to $4,590,000, in 2005. In the period ending March 31, 2005, net interest income increased $122,000 on a tax equivalent basis over the same period in 2004. The overall spread decreased from 4.01% to 3.74%, respectively. The increased volume of interest-earning assets generated an increase in interest income of $949,000 while the increased volume of interest-bearing liabilities produced an additional $261,000 of interest expense. The change in volume resulted in an increase of $688,000 in net interest income. The net change in rate resulted in a negative $566,000 of net interest income. Combined, there was a total positive net change of $122,000 in net interest income. The yield on interest-earning assets decreased 12 basis points from 6.36% to 6.24% and the average interest rate on interest-bearing liabilities increased 15 basis points, from 2.35% to 2.50%, because of the previously described flattening of the yield curve.

Provision For Loan Losses

 For the three-month period ending March 31, 2005, we did not provide any provision as a result of our quarterly review of the allowance for loan losses. Management's quarterly review of the allowance for loan losses is based on the following information: migration analysis of delinquent and non-accrual loans, estimated future losses on loans, recent review of large problem credits, local and national economic conditions, historical loss experience, OCC qualitative adjustments and peer comparisons.

Non-interest Income

 Non-interest income as detailed below decreased $286,000 or 20.5%, for the first three months of 2005 when compared to the same period in 2004. Most of the decrease is attributable to the lack of investment securities gains. Through the first quarter of 2005, we have not recognized any gains, compared with $287,000 of gains realized in the first quarter of 2004. Service charge income continues to be the primary source of non-interest income. For the first three months, account service charges totaled $673,000 compared to $731,000 last year. Most of this is attributable to the loss of several large customer accounts. Brokerage income is down $16,000 from last year and insurance revenue is up $55,000 from 2004 due to more customers choosing annuity products over mutual funds.

 The following table shows the breakdown of non-interest income for the three months ended March 31, 2005 and 2004 (dollars in thousands):

	Three months ended
	March 31,				Change
	2005		2004		Amount%
Service charges	$	673	$	731	$	(58	)	(7.9	)
Trust		121		127		(6	)	(4.7	)
Brokerage		38		54		(16	)	(29.6	)
Insurance		83		28		55		196.4
Gains on loans sold		10		9		1		11.1
Investment securities gains, net		-		287		(287	)	(100.0	)
Earnings on bank owned life insurance		74		79		(5	)	(6.3	)
Other		111		81		30		37.0
Total	$	1,110	$	1,396	$	(286	)	(20.5	)

 We continue to evaluate means of increasing non-interest income. Our approach is to apply service charges on business transaction accounts by charging fees on transaction activity, reduced by earnings credit based on customers' balances, to more equitably recover costs. We continue to analyze our schedule of fees based on competitive analyses and other opportunities to enhance non-interest income.

Non-interest Expense

 Total non-interest expense, as detailed below, increased $160,000 or 4.4%, for the first three months of 2005, compared to the same period in 2004. The increase in amortization of $35,000 is due to an increase in the core deposit intangible related to the Legacy branch acquisition. Other expenses, including the loss on sale of assets of approximately $27,000, increased $115,000.

16

 The following tables reflect the breakdown of non-interest expense and professional fees as of March 31, 2005 and 2004(dollars in thousands):

	Three months ended
	March 31,				Change
	2005		2004		Amount			%
Salaries and employee benefits	$	1,921	$	1,925	$	(4	)		(0.2	)
Occupancy		303		286		17			5.9
Furniture and equipment		175		169		6			3.6
Professional fees		145		154		(9	)		(5.8	)
Amortization		144		109		35			32.1
Other		1,143		1,028		115			11.2
Total	$	3,831	$	3,671	$	160			4.4

	Three months ended
	March 31,				Change
	2005		2004		Amount			%
Other professional fees	$	87	$	103	$	(16	)		(15.5	)
Legal fees		17		15		2			13.3
Examinations and audits		41		36		5			13.9
Total	$	145	$	154	$	(9	)		(5.8	)

Provision For Income Taxes

 The provision for income taxes was $345,000 for the three-month period ended March 31, 2005 compared to $447,000 for the same period in 2004. The decrease was primarily a result of decreased taxable income.

 We have entered into two limited partnership agreements to establish low-income housing projects in our market area. As a result of these agreements for tax purposes, we have recognized $410,900 out of a total $911,000 from one project and $125,100 out of a total $385,000 on the second project, which was completed in November 2001. A total of approximately $1,290,000 of tax credits is anticipated over a ten-year period.

Liquidity

Liquidity is a measure of our Company's ability to efficiently meet normal cash flow requirements of both borrowers and depositors. To maintain proper liquidity, we use funds management policies along with our investment policies to assure we can meet our financial obligations to depositors, credit customers and stockholders. Liquidity is needed to meet depositors' withdrawal demands, extend credit to meet borrowers' needs, provide funds for normal operating expenses and cash dividends, and to fund other capital expenditures.

Our Company's historical activity in this area can be seen in the Consolidated Statement of Cash Flows from investing and financing activities.

Cash generated by operating activities, investing activities and financing activities influences liquidity management. The most important source of funds is the deposits that are primarily core deposits (deposits from customers with other relationships). Short-term debt from the Federal Home Loan Bank supplements our Company's availability of funds. Another source of short-term liquidity is the sale of loans if needed.

Our Company's use of funds is shown in the investing activity section of the Consolidated Statement of Cash Flows, where the net loan activity is presented. Other significant uses of funds include purchasing Regulatory Stock, as well as the purchase of capital expenditures. Surplus funds are then invested in investment securities.

Capital expenditures during the first three months of 2005 were $80,000, $42,000 more than the same period in 2004.

Our Company achieves additional liquidity primarily from temporary or short-term investments in the Federal Home Loan Bank of Pittsburgh, PA, and investments that mature in less than one year. The Company also has a maximum borrowing capacity at the Federal Home Loan Bank of approximately $203 million as an additional source of liquidity.

    Apart from those matters described above, management does not currently believe that there are any current trends, events or uncertainties that would have a material impact on capital.

17

Credit Quality Risk

The following table identifies amounts of loan losses and non-performing loans. Past due loans are those that were contractually past due 90 days or more as to interest or principal payments (dollars in thousands).

	March 31,			December 31,
	2005			2004			2003			2002			2001
Non-performing loans:
Non-accruing loans	$ 505			$ 722			$ 578			$ 1,064			$ 985
Impaired loans		1,038			1,061			1,926			1,916			1,077
Accrual loans - 90 days or
more past due		387			437			185			39			111
Total non-performing loans		1,930			2,220			2,689			3,019			2,173
Foreclosed assets held for sale		737			712			305			221			408
Total non-performing assets	$	2,667		$	2,932		$	2,994		$	3,240		$	2,581
Non-performing loans as a percent of loans
net of unearned income		0.52	%		0.62	%		0.85	%		1.01	%		0.80	%
Non-performing assets as a percent of loans
net of unearned income		0.72	%		0.82	%		0.94	%		1.09	%		0.95	%

Interest does not accrue on non-accrual loans. Subsequent cash payments received are applied to the outstanding principal balance or recorded as interest income, depending upon management's assessment of its ultimate ability to collect principal and interest.

Interest Rate and Market Risk Management

 The objective of interest rate sensitivity management is to maintain an appropriate balance between the stable growth of income and the risks associated with maximizing income through interest sensitivity imbalances and the market value risk of assets and liabilities.

 Because of the nature of our operations, we are not subject to foreign currency exchange or commodity price risk and, since our Company has no trading portfolio, it is not subject to trading risk.

 Currently, our Company has equity securities that represent only 3.3% of our investment portfolio and, therefore, equity risk is not significant.

 The primary components of interest-sensitive assets include adjustable-rate loans and investments, loan repayments, investment maturities and money market investments. The primary components of interest-sensitive liabilities include maturing certificates of deposit, IRA certificates of deposit and short-term borrowings. Savings deposits, NOW accounts and money market investor accounts are considered core deposits and are not short-term interest sensitive (except for the top-tier money market investor accounts which are paid current market interest rates).

 Gap analysis, one of the methods used by us to analyze interest rate risk, does not necessarily show the precise impact of specific interest rate movements on our Company's net interest income because the re-pricing of certain assets and liabilities is discretionary and is subject to competitive and other pressures. In addition, assets and liabilities within the same period may, in fact, be repaid at different times and at different rate levels. We have not experienced the kind of earnings volatility that might be indicated from gap analysis.

 Our Company currently uses a computer simulation model to better measure the impact of interest rate changes on net interest income. We use the model as part of our risk management process that will effectively identify, measure, and monitor our Company's risk exposure.

 We use numerous interest rate simulations employing a variety of assumptions to evaluate our interest rate risk exposure. A shock analysis during the first quarter of 2005 indicated that a 200 basis point movement in interest rates in either direction would have a minor impact on our Company's anticipated net interest income over the next twenty-four months, well within our ability to manage effectively. The simulation model assumed a 200 basis point movement, however not necessarily in a parallel manner. Various assumptions, including a flattened yield curve, were utilized resulting in a more realistic interest rate scenario in order to assess risks.

18

General

  The majority of assets and liabilities of a financial institution are monetary in nature and, therefore, differ greatly from most commercial and industrial companies that have significant investments in fixed assets or inventories. However, inflation does have an important impact on the growth of total assets and on non-interest expenses, which tend to rise during periods of general inflation. The action by the Federal Reserve of increasing short-term interest rates will help ensure that the level of inflation remains at a relatively low level.

 Various congressional bills have been passed and other proposals have been made for significant changes to the banking system, including provisions for: limitation on deposit insurance coverage; changing the timing and method financial institutions use to pay for deposit insurance; and tightening the regulation of bank derivatives' activities.

 Aside from those matters described above, we do not believe that there are any trends, events or uncertainties, which would have a material adverse impact on future operating results, liquidity or capital resources. We are not aware of any current recommendations by the regulatory authorities (except as described herein) which, if they were to be implemented, would have such an effect, although the general cost of compliance with numerous and multiple federal and state laws and regulations does have, and in the future may have, a negative impact on our Company's results of operations.

19

Item 3-Quantitative and Qualitative Disclosure About Market Risk

 In the normal course of conducting business activities, the Company is exposed to market risk, principally interest rate risk, through the operations of its banking subsidiary. Interest rate risk arises from market driven fluctuations in interest rates that affect cash flows, income, expense and values of financial instruments and was discussed previously in this Form 10-Q. Management and a committee of the board of directors manage interest rate risk.

 No material changes in market risk strategy occurred during the current period. A detailed discussion of market risk is provided in the SEC Form 10-K for the period ended December 31, 2004.

Item 4-Control and Procedures

 We maintain a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. We evaluated the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, within 90 days prior to the filing date of this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic Securities and Exchange Commission filings. No significant changes were made to our internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation.

20

PART II - OTHER INFORMATION AND SIGNATURES

Item 1 - Legal Proceedings

Management is not aware of any litigation that would have a material adverse effect on the consolidated financial position of the Company. Any pending proceedings are ordinary, routine litigation incidental to the business of the Company and its subsidiary. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company and its subsidiary by government authorities.

Item 2 - Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities -

Not applicable

Item 3 - Defaults Upon Senior Securities

Not applicable.

Item 4 - Submission of Matters to a Vote of Security Holders

Citizens Financial Services held its Annual Meeting of Shareholders on April 19, 2005, for the purpose of electing five directors and to transact such other business as would properly come before the meeting. Results of shareholder voting on these individuals were as follows:

1.   Election of Class 1 Directors whose term will expire in 2008

ForWithhold Authority

Carol J. Tama      2,404,010  58,867

R. Lowell Coolidge       2,423,43539,442

Larry J. Croft      2,408,78454,093

Randall E. Black            2,421,254 41,623

2.   Election of Class 3 Director whose term will expire in 2006

ForWithhold Authority

James A. Wagner        2,425,693                            37,184

The total shares voted at the annual meeting were 2,462,877.

Item 5 - Other Information

None

21

Item 6 - Exhibits and Reports on Form 8-K.

(a) Exhibits.

(3)(i) - Articles of Incorporation of the Corporation, as amended. (Incorporated by Reference to Exhibit (3)(ii) to the Quarterly Report of Form 10-Q for the period ended December 31, 1999, as filed with the Commission on May 11,2000.)

(3)(ii)- By-laws of the Corporation, as amended.

(4) - Instruments Defining the Rights of Stockholders. (Incorporated by reference to the Registrant's Registration Statement No.2-89103 on Form S-14, as filed with the Commission on February 17, 1984.)

(10.1) - Material Contracts. Consulting and Non-Compete Agreement with Richard E. Wilber, Former Executive Officer of our company. (Incorporated by Reference to Exhibit (10) to the Annual Report of Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 18, 2004.)

(10.2) - Directors’ Deferred Compensation Plan (Incorporated by Reference to Exhibit (10.2) to the Annual Report of Form 10-K for the fiscal year ended December 31, 2004, as filed with the Commission on March 15, 2005.)

(10.3) - Directors’ Life Insurance Program (Incorporated by Reference to Exhibit (10.3) to the Annual Report of Form 10-K for the fiscal year ended December 31, 2004, as filed with the Commission on March 15, 2005.)

(31.1) - 302 Certification of Principal Executive Officer

        (31.2) - 302 Certification of Principal Accounting Officer

        (32.1) - Certification of Principal Executive Officer

        (32.2) - Certification of Principal Accounting Officer

(99.1) - Independent registered public accounting firm’s review of financial statements for the period ended March 31, 2005.

(b) Reports on Form 8-K - Press release issued by Citizens Financial Services, Inc. titled “Citizens Financial Services Inc. Addresses Other-Than-Temporary Impairment Issue” filed January 25, 2005. Earnings release entitled “Citizens Financial Services, Inc. Announces 2004 Earnings” filed January 25, 2005. Press release issued by Citizens Financial Services, Inc. titled “First Citizens National Bank Announces Sale of Property” filed March 23, 2005. Earnings release entitled “Citizens Financial Services Inc. Reports First Quarter Earnings” filed April 21, 2005.

22

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the undersigned Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 5, 2005	May 5, 2005
/s/ Randall E. Black	/s/ Mickey L. Jones
By:  Randall E. Black President and Chief Executive Officer (Principal Executive Officer)	By:  Mickey L. Jones Chief Financial Officer (Principal Accounting Officer)

23

EX-3.II

Exhibit 3.ii

BYLAWS OF

CITIZENS FINANCIAL SERVICES, INC.

These Bylaws are supplemental to the Pennsylvania Business Corporation Law and other applicable provisions of law, as the same shall from time to time be in effect.

ARTICLE I. MEETINGS OF SHAREHOLDERS.

Section 101. Place of Meetings. All meetings of the shareholders shall be held at such place or places, within or without the Commonwealth of Pennsylvania, as shall be determined by the Board of Directors from time to time.

Section 102. Annual Meetings. The annual meeting of the shareholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held at such date or hour as may be fixed by the Board of Directors. Any business which is a proper subject for shareholder action may be transacted at the annual meeting, irrespective of whether the notice of said meeting contains any reference thereto, except as otherwise provided by applicable law.

Section 103. Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, or by any three or more shareholders owning, in the aggregate, not less than twenty-five percent of the stock of the Corporation.

Section 104. Conduct of Shareholders' Meetings. The Board of Directors shall appoint an officer to preside at all shareholders' meetings. The officer presiding over the shareholders' meeting may establish such rules and regulations for the conduct of the meeting as he/she may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting. Unless the officer presiding over the shareholders' meeting otherwise requires, shareholders need not vote by ballot on any question.

ARTICLE II. DIRECTORS AND BOARD MEETINGS.

Section 201. Management by Board of Directors. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, regulation, the Articles of Incorporation or these Bylaws directed or required to be exercised or done by the shareholders.

Section 202. Nomination for Directors. Any shareholder who intends to nominate or to cause to have nominated any candidate for election to the Board of Directors (other than any candidate proposed by the Corporation's then existing Board of Directors) shall so notify the Secretary of the Corporation in writing not less than 90 days nor more than 120 days prior to the date of any meeting of shareholders called for the election of directors. Such notification shall contain the following information to the extent known by the notifying shareholder: (a) the name and address of each proposed nominee; (b) the age of each proposed nominee; (c) the principal occupation of each proposed nominee; (d) the number of shares of the Corporation owned by each proposed nominee; (e) the total number of shares that to the knowledge of the notifying shareholder will be voted for each proposed nominee; (f) the name and residence address of the notifying shareholder; and (g) the number of shares of the Corporation owned by the notifying shareholder.

Any nomination for director not made in accordance with this Section shall be disregarded by the Chairman of the meeting, and votes cast for each such nominee shall be disregarded by the judges of election. In the event that the same person is nominated by more than one shareholder, if at least one nomination for such person complies with this Section, the nomination shall be honored and all votes cast for such nominee shall be counted.

Section 203. Directors Must Be Shareholders. Every Director must be a shareholder of the Corporation and shall own in his/her own right the number of shares (if any) required by law in order to qualify as such Director. Any Director shall forthwith cease to be a Director when he/she no longer holds such shares, which fact shall be reported to the Board of Directors by the Secretary, whereupon the Board of Directors shall declare the seat of such Directors vacated.

Section 204. Resignations. Any Director may resign at any time. Such resignation shall be in writing, but the acceptance thereof shall not be necessary to make it effective.

Section 205. Compensation of Directors. No Director shall be entitled to any salary as such; but the Board of Directors may fix, from time to time, a reasonable annual fee for acting as a Director and a reasonable fee to be paid each Director for his/her services in attending meetings of the Board and meetings of committees appointed by the Board. The Corporation may reimburse Directors for expenses related to their duties as a member of the Board.

Section 206. Organizational Meeting. The Directors elected shall meet at the main office of the Corporation for the purpose of organizing the new Board and electing and appointing Officers of the Corporation for the succeeding year. Such meeting shall be held on the day of election or as soon as practicable thereafter and in any event within thirty days thereof. A quorum of Directors elected must be present at such meeting.

Section 207. Regular Meetings. Regular meetings of the Board of Directors shall be held on such day, at such hour, and at such place, consistent with applicable law, as the Board shall, from time to time, designate or as may be designated in any notice from the Secretary calling the meeting. The Board of Directors shall meet for reorganization at the first regular meeting following the annual meeting of shareholders at which the Directors are elected. Notice need not be given of regular meetings of the Board of Directors which are held at the time and place designated by the Board of Directors. If a regular meeting is not to be held at the time and place designated by the Board of Directors, notice of such meeting, which need not specify the business to be transacted thereat and which may be either verbal or in writing, shall be given by the Secretary to each member of the Board at least twenty-four (24) hours before the time of the meeting. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. If at the time fixed for the meeting, including the meeting to organize the new Board following the annual meeting of shareholders, a quorum is not present, the directors in attendance may adjourn the meeting from time to time until a quorum is obtained.

Except as otherwise provided herein, a majority of those directors present and voting at any meeting of the Board of Directors, shall decide each matter considered. A director cannot vote by proxy, or otherwise act by proxy at a meeting of the Board of Directors.

Section 208. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President or at the request of three (3) or more members of the Board of Directors. A special meeting of the Board of Directors shall be deemed to be any meeting other than the regular meeting of the Board of Directors. Notice of the time and place of every special meeting, which need not specify the business to be transacted thereat and which may be either verbal or in writing, shall be given by the Secretary to each member of the Board at least twenty-four (24) hours before the time of such meeting excepting the Organization Meeting following the election of Directors.

Section 209. Chairman of the Board.The Board of Directors shall appoint one of its members to be a Chairman of the Board to serve at the pleasure of the Board. He shall preside at all meetings of the Board of Directors. The Chairman of the Board shall supervise the carrying out of the policies adopted or approved by the Board. He shall have general executive powers, as well as the specific powers conferred by these Bylaws. He shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him by the Board of Directors.

Section 210. Vice Chairmen of the Board. The Board of Directors may elect one (1) or more Vice Chairmen of the Board as the Board of Directors may, from time to time, deem advisable. The Vice Chairmen of the Board shall have such duties as are prescribed by the Board of Directors or the Chairman of the Board.

Section 211. Reports and Records. The reports of Officers and Committees and the records of the proceedings of all Committees shall be filed with the Secretary of the Corporation and presented to the Board of Directors, if practicable, at its next regular meeting. The Board of Directors shall keep complete records of its proceedings in a minute book kept for that purpose. The minutes of each meeting shall be signed by the Secretary or other Officer appointed to act as Secretary of the meeting. When a Director shall request it, the vote of each Director upon a particular question shall be recorded in the minutes.

ARTICLE III. COMMITTEES.

Section 301. Committees. The following four (4) Committees of the Board of Directors shall be established by the Board of Directors: Executive Committee, Compensation/Human Resources Committee, Governance and Nominating Committee, and Audit and Examination Committee. Following its deliberations and considerations, the Board of Directors of the Company has determined it to be in the best interests of the Company, its shareholders, employees, customers and the community of and served by the Company to have the Company’s Committees serve as the Committees of the Bank.

Section 302. Executive Committee. The Executive Committee shall consist of the Chairman of the Board, the Vice Chair of the Board, the Chief Executive Officer and one other member of the Board. The Chairman of the Board, the Vice Chair of the Board and Chief Executive Officer are permanent members of the Executive Committee. The other Board members will rotate annually on this Committee. A majority of the members of the Executive Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. Meetings of the Committee may be called at any time by the Chairman. The Chairman will appoint a Secretary to record a written summary of each meeting. The Secretary can be a non-Board Member. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the business of the Corporation between the dates of regular meetings of the Board, and to oversee succession planning. The Company’s Executive Committee shall serve as the Executive Committee for the Bank.

Section 303. Compensation/Human Resource Committee. The Compensation/Human Resource Committee is comprised of a minimum of three (3) Directors and meets regularly at least three (3) times per year. Special meetings may be called. Meetings of the Committee may be called at any time by the Chairman. The Chairman will appoint a Secretary to record a written summary of each meeting. The Secretary can be a non-Board Member. A majority of the members of the Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. The purpose of the Committee is to discharge the responsibilities of the Board relating to compensation of the executive officers and to provide oversight of the Company’s compensation, benefit and perquisite plans. The Company’s Compensation/Human Resource Committee shall serve as the Compensation/Human Resource Committee for the Bank.

Section 304. Governance and Nominating Committee. The Governance and Nominating Committee is comprised of a minimum of three (3) Directors and meets regularly at least four (4) times per year. Special meetings may be called. Each member shall be determined by the Board to be “independent” under the NASDAQ standards. Meetings of the Committee may be called at any time by the Chairman. The Chairman will appoint a Secretary to record a written summary of each meeting. The Secretary can be a non-Board Member. A majority of the members of the Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. This committee is responsible for reviewing and reporting to the Board periodically on corporate governance guidelines applicable to the Company and Bank, and to assist the Board by identifying individuals qualified to become Board members, and to recommend to the Board nominees for director. The Company’s Governance and Nominating Committee shall serve as the Governance and Nominating Committee for the Bank.

Section 305. Audit and Examination Committee. The Audit and Examination Committee shall consist of one (1) or more Directors, none of whom shall be Officers of the Corporation or Bank. Meetings of the Committee may be called at any time by the Chairman. The Chairman will appoint a Secretary to record a written summary of each meeting. The Secretary can be a non-Board Member. A majority of the members of the Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. The Committee shall supervise the audit of the books of the Corporation and recommend for approval by the Board the services of a reputable Certified Public Accounting firm to examine the affairs of the Corporation. The Company’s Audit and Examination Committee shall serve as the Audit and Examination Committee for the Bank.

Section 306 . Other Committees. The Board of Directors may appoint, from time to time, from its own members, other committees of one or more persons, for such purposes and with such powers as the Board may determine. Any other committee assigned shall serve as a committee for the Bank.

Committee members, except for the Chairman of the Board, the Vice Chair of the Board and the Chief Executive Officer, are entitled to receive committee fees for attendance at committee meetings. A non-committee director may participate in any committee meeting, upon invitation by the committee chair; however, only committee members will receive committee fees.

The Chairman, the Vice Chair and the Chief Executive Officer have the option to sit in on any and all committee meetings.

ARTICLE IV. OFFICERS.

Section 401. Officers. The Officers of the Corporation shall be a President, one (1) or more Vice Presidents, a Secretary, a Treasurer, and such other Officers and Assistant Officers as the Board of Directors may, from time to time, deem advisable. Except for the President, Secretary, and Treasurer, the Board may refrain from filling any of the said offices at any time and from time to time. The same individual may hold any two (2) or more offices except both the offices of President and Treasurer. All Officers shall be elected by the Board of Directors at the time, in the manner and for such terms as the Board of Directors shall determine from time to time. Any Officer may be removed at any time, with or without cause, and regardless of the term for which such Officer was elected. Each Officer shall hold his office for the current year for which he was elected or appointed by the Board, unless he shall resign, becomes disqualified, or be removed at the pleasure of the Board of Directors.

Section 402. President. The President shall have general supervision of all of the departments and business of the Corporation and shall prescribe the duties of the other Officers and Employees and see to the proper performance thereof. The President shall be responsible for having all orders and resolutions of the Board of Directors carried into effect. The President shall execute on behalf of the Corporation and may affix or cause to be affixed a seal to all authorized documents and instruments requiring such execution, except to the extent that signing and execution thereof shall have been delegated to some other Officer or Agent of the Corporation by the Board of Directors or by the President. The President shall be a member of the Board of Directors. In general, the President shall perform all the duties and exercise all the powers and authorities incident to such office or as prescribed by the Board of Directors.

Section 403. Vice Presidents. The Vice Presidents shall perform such duties, do such acts and be subject to such supervision as may be prescribed by the Board of Directors or the President. In the event of the absence or disability of the President or his/her refusal to act, one Vice President, shall perform the duties and have the powers and authorities of the President, except to the extent inconsistent with applicable law.

Section 404. Secretary. The Secretary shall act under the supervision of the Board of Directors. Unless a designation to the contrary is made at a meeting, the Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all of the proceedings of such meetings in a book to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors. The Secretary shall keep a seal of the Corporation and when authorized by the Board of Directors or the President, cause it to be affixed to any documents and instruments requiring it. An assistant Secretary may be designated to serve in the event of absence or disability of the Secretary.

Section 405. Treasurer. The Treasurer shall act under the supervision of the President or such other Officer as the President may designate. The Treasurer shall have custody of the Corporation's funds and such other duties as may be prescribed by the Board of Directors, President or such other Supervising Officer as the President may designate.

Section 406. Other Officers. All other Officers shall perform such duties as shall be prescribed by the Board of Directors or the President.

Section 407. Compensation. Unless otherwise provided by the Board of Directors, the salaries and compensation of all Officers, except the President, shall be fixed by or in the manner designated by the President.

Section 408. General Powers. The Officers are authorized to do and perform such corporate acts as are necessary in the carrying on of the business of the Corporation, subject always to the direction of the Board of Directors.

ARTICLE V. INDEMNIFICATION.

Section 501. To the extent permitted by Section 410 of the Pennsylvania Business Corporation Law, and any amendments thereto, and sections relating thereto, Including the Directors' Liability Act, subject to Federal regulatory restrictions, the Board of Directors of the Corporation shall cause the Corporation to indemnify any person who was or is or is threatened to be made a party to any threatened, pending, or completed actions, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, including any amount paid to the institution itself as a result of an action or suit by or in the right of the Corporation.

To the extent permitted by law, the Board of Directors of the Corporation shall cause the Corporation to purchase and maintain insurance on behalf of any person who is or was against any liability asserted against him or her and incurred by him or her

in any such capacity, and arising out of his or her status as such.

Section 502. A director of the Corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

(1) the director has breached or failed to perform the duties of his or her office under Section 8363 of the Directors' Liability Act (relating to standard of care and justifiable reliance); and

(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

Exception.

The provisions of this section shall not apply to:

(1) the responsibility or liability of a director pursuant to any criminal statute; or

(2) the liability of a director for the payment of taxes pursuant to local, State or Federal law.

ARTICLE VI. SHARES OF CAPITAL STOCK.

Section 601. Authority to Sign Share Certificates. Every share certificate of the Corporation shall be signed by the President and by the Secretary or one of the Assistant Secretaries. Certificates may be signed by a facsimile signature of the President and the Secretary or one of the Assistant Secretaries of the Corporation.

Section 602. Lost or Destroyed Certificates. Any person claiming a share certificate to be lost, destroyed or wrongfully taken shall receive a replacement certificate if such person shall have: (a) requested such replacement certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) provided the Corporation with an

indemnity agreement satisfactory in form and substance to the Board of Directors, or the President or the Secretary; and (c) satisfied any other reasonable requirements (including providing an affidavit and a surety bond) fixed by the Board of Directors, or the President or the Secretary.

Section 603. Transfers. Shares of stock shall be transferable on the books of the Corporation, and a transfer book shall be kept in which all transfers of stock shall be recorded.

Section 604. Control-Share Acquisitions. Subchapter G of Chapter 25 of the Pennsylvania Corporation Law of 1988 (Title 15 of the Pennsylvania Consolidated Statues) as enacted by Act 36 of 1990, approved April 27, 1990 shall not be applicable to this corporation.

ARTICLE VII. GENERAL.

Section 701. Fiscal Year. The fiscal year of the Corporation shall begin on the first (1st) day of January in each year and end on the thirty-first (31st) day of December in each year.

Section 702. Record Date. The Board of Directors may fix any time whatsoever (whether or not the same is more than fifty (50) days prior to the date of any meeting of shareholders, or the date for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or will go into

effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at any such meetings, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares.

Section 703. Absentee Participation in Meetings. One (1) or more Directors may participate in a meeting of the Board of Directors, or of a Committee of the Board, by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other.

Section 704. Emergency Bylaws. In the event of any emergency resulting from a nuclear attack or similar disaster, and during the continuance of such emergency, the following Bylaw provisions shall be in effect, notwithstanding any other provisions of the Bylaws:

(a) A meeting of the Board of Directors or of any Committee thereof may be called by any Officer or Director upon one (1) hour's notice to all persons entitled to notice whom, in the sole judgment of the notifier, it is feasible to notify;

(b) The Director or Directors in attendance at the meeting of the Board of Directors or of any Committee thereof shall constitute a quorum; and

(c) These Bylaws may be amended or repealed, in whole or in part, by a majority vote of the Directors attending any meeting of the Board of Directors, provided such amendment or repeal shall only be effective for the duration of such emergency.

Section 705. Severability. If any provision of these Bylaws is illegal or unenforceable as such, such illegality or unenforceability shall not affect any other provision of these Bylaws and such other provisions shall continue in full force and effect.

ARTICLE VIII.AMENDMENT OR REPEAL.

Section 801. Amendment or Repeal by the Board of Directors. These Bylaws may be amended or repealed, in whole or in part, by a majority vote of members of the Board of Directors at any regular or special meeting of the Board duly convened. Notice need not be given of the purpose of the meeting of the Board of Directors at which the amendment or repeal is to be considered.

Section 802. Recording Amendments and Repeals. The text of all amendments and repeals to these Bylaws shall be attached to the Bylaws with a notation of the date and vote of such amendment or repeal.

ARTICLE IX. APPROVAL OF AMENDED BYLAWS AND RECORD

OF AMENDMENTS AND REPEALS.

Section 901. Approval and Effective Date. These Bylaws have been approved as the Bylaws of the Corporation this 20th day of December, 1983, and shall be effected as of said date.

/s/ Robert G. Messinger

Robert G. Messinger, Secretary

Section 902. Amendments or Repeals.

Section Involved	Date Amended or Repealed	Approved By
ARTICLE V	April 19, 1988	Shareholders
Section 604	July 23, 2990	Board of Directors
Section 202	May 28, 1991	Board of Directors
ARTICLE III	May 3, 2005	Board of Directors

EX-31.1

Exhibit 31.1

302 Certification of Chief Executive Officer

I, Randall E. Black, certify that:

1.    I have reviewed this Form 10-Q of Citizens Financial Services, Inc.;

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.    I am 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) [intentionally omitted]

(c) 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

(d) 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.    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.

	COMPANY NAME CORPORATION
Date:   May 5, 2005	By:	/s/ Randall E. Black
		By:  Randall E. Black President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

302 Certification of Chief Financial Officer

I, Mickey L. Jones, certify that:

1.    I have reviewed this Form 10-Q of Citizens Financial Services, Inc.;

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.    I am 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) [intentionally omitted]

(c) 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

(d) 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.    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.

	COMPANY NAME CORPORATION
Date:   May 5, 2005	By:	/s/ Mickey L. Jones
		By:  Mickey L. Jones Chief Financial Officer (Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

Certification Pursuant To

18 U.S.C. Section 1350

As Added By

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Citizens Financial Services, Inc. (the "Company") on Form 10-Q (the "Report") for the period ending March 31, 2005 as filed with the Securities and Exchange Commission, I, Randall E. Black, President and Chief Executive Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

2.   To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

	COMPANY NAME CORPORATION
Date:  May 5, 2005	By:	/s/ Randall E. Black
		By:  Randall E. Black President and Chief Executive Officer (Principal Executive Officer)

The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Certification Pursuant To

18 U.S.C. Section 1350

As Added By

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Citizens Financial Services, Inc. (the "Company") on Form 10-Q (the "Report") for the period ending March 31, 2005 as filed with the Securities and Exchange Commission, I, Mickey L. Jones, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the requirements of section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

2.   To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

	COMPANY NAME CORPORATION
Date: May 5, 2005	By:	/s/ Mickey L. Jones
		By:  Mickey L. Jones Chief Financial Officer (Principal Accounting Officer)

The signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and the Board of Directors

Citizens Financial Services, Inc.

We have reviewed the accompanying consolidated balance sheet of Citizens Financial Services, Inc. and subsidiary as of March 31, 2005, and the related consolidated statements of income, comprehensive income, and cash flows for the three-month periods ended March 31, 2005 and 2004. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2004, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the year then ended (not presented herein), and in our report dated January 21, 2005, we expressed an unqualified opinion on those consolidated financial statements.

/s/S.R. Snodgrass, A.C.

Wexford, PA

April 27, 2005