Exhibit 31.1

                  Certification of Principal Executive Officer
                   Certification for Annual Report on Form 10K



I, Darrell R. Wells, certify that:

1)   I have  reviewed  this  annual  report on Form 10-K of  Citizens  Financial
     Corporation;

2)   Based on my  knowledge,  this  annual  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 annual report;

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

4)   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we 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 annual report is being prepared;

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

     c)  disclosed  in  this  report  any change in  the  registrant's  internal
         control over financial reporting that occurred during the  registrant's
         most  recent  fiscal  quarter  that   has  materially  affected  or  is
         reasonably  likely   to  materially  affect the  registrant's  internal
         control over financial reporting; and

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

     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
         controls over financial reporting.





Signature and Title:  /s/ Darrell R. Wells                    Date:  04/27/2004
                      -------------------------------------         ------------
                      President and Chief Executive Officer