UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_____________________

Form 8-K

~~_____________________~~_________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~October 1814, 2009

CITIZENS FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

____________________________

DELAWARE	2-96144	55-0666598
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
211 Third Street, Elkins, West Virginia		26241
(Address of principal executive offices)		(Zip Code)

211 Third Street, Elkins, West Virginia	26241
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (304) 636-4095

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The information in this Report is provided under Item 2.02 of Form 8-K and shall not be deemed “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any of Citizens Financial Corp.~~01 Other~~’s ~~Events~~previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act.

The Board of Directors of Citizens Financial Corp. (“Company”), Elkins, West Virginia, has by Resolution unanimously adopted an Amendment to the Company’s Articles of Incorporation and an Agreement of Merger which, if approved by the shareholders, will have the effect of reclassifying certain company shares into the rightItem ~~to receive Class A Common Stock shares~~2.02. ~~The~~Results ~~purpose~~ of ~~the~~Operations ~~transaction~~and isFinancial ~~to reduce the number of shareholders owning the Company’s Common Stock to below 300, which will allow the Company to suspend its SEC reporting obligations~~Condition.

~~The~~On October ~~Amendment~~14, ~~to the Articles of Incorporation provides for the creation of two new classes of Common Stock~~2009, aCitizens ~~Class~~Financial ~~A Common Stock and a Class B Common Stock~~Corp. ~~The~~ ~~Class~~reported Aits ~~Common~~earnings ~~Stock~~for ~~and Class B Common Stock have rights and privileges which are different than~~ the ~~Common Stock rights and privileges. These differences~~first ~~include~~three aquarters ~~dividend~~of ~~preference~~2009, ~~right~~as ofdescribed ~~first refusal~~ in ~~favor of~~ the ~~holding~~press ~~company,~~release ~~limited~~attached ~~voting~~as ~~rights~~Exhibit 99.1 and aincorporated ~~right~~herein ofby ~~conversion to Common stock in the event of a change in ownership of the corporation~~reference.

The ~~Agreement~~data contained ofherein ~~Merger~~is ~~adopted~~not bynecessarily ~~the~~indicative ~~Board~~ of ~~Directors provides that~~ the ~~Company~~results ~~will~~which ~~merge~~may ~~with~~be expected ~~CFC~~for ~~Merger Corporation, a Delaware corporation created at~~ the ~~Company’s~~full ~~direction~~year. This ~~and~~data ~~whose sole reason for existence~~ is tounaudited ~~enter~~and ~~into~~audited results ~~the~~may ~~merger~~vary. Citizens ~~transaction,~~will ~~with~~file ~~the~~Form ~~Company~~10-Q ~~surviving~~for the ~~merger. The~~quarter ~~terms of the merger~~ended ~~are~~September ~~such that any Company Common Stock shares held by any shareholder who~~30, in2009 ~~the~~prior ~~aggregate, holds less than 825 Common Stock shares shall be converted into the right~~ to ~~receive~~November ~~Class~~14, ~~A Common Stock shares on a one for one share exchange basis (subject to the receipt of a fairness opinion)~~2009. ~~The~~Upon ~~terms of the Agreement of Merger further provide any shares held by any shareholder who~~filing, ~~in the aggregate, holds more than 825 Common Stock shares shall remain Common Stock shares. No Class B Common~~that ~~Stock~~report will be ~~issued~~available inon ~~connection~~the ~~with~~company’s ~~the~~website, ~~Transaction~~www.citizenswv.com.

The Amendment to the Articles of Incorporation and the Agreement of Merger will be submitted to the Company’s shareholders for their approval at a special shareholders meeting to be held sometime this yearItem 9.01: ~~All~~Financial ~~company~~Statements ~~shareholders~~and ~~will receive a detailed proxy statement relating to this transaction at a later date.~~Exhibits

(c)

Exhibits

99.1 Press Release Dated October 14, 2009

SIGNATURES

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

		Citizens Financial Corp.
8/18/09		/s/ Thomas K. Derbyshire
10/14/09		/s/ Thomas K. Derbyshire
		Vice President, Treasurer and
		Vice President, Treasurer and Principal Financial Officer
		Principal Financial Officer

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