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 September 30, 1995
                                   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 of other jurisdiction of                          (I.R.S. Employer    
  incorporation or organization)                           Identification No.)

 15 South Main Street, Mansfield, Pennsylvania                          16933
  (Address of principal executive offices  )                        (Zip Code)

  Registrant's telephone number, including area code:          (717) 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_____

     The number of shares outstanding of the Registrant's Common Stock, as of
November 1, 1995, 1,347,323 shares of Common Stock, par value $1.00.

                      Citizens Financial Services, Inc.

                                  Form 10-Q

                                    INDEX

                                                                                
                                                                        Page

Part I    FINANCIAL INFORMATION (UNAUDITED)

Item 1-Financial Statements                                                   

     Consolidated Balance Sheet as of September 30, 1995 and
       December 31, 1994                                                  1

     Consolidated Statement of Income for the
       Three Months and Nine Months Ended September 30, 1995 and 1994     2

     Consolidated Statement of Cash Flows for the Nine Months Ended
       September 30, 1995 and 1994                                        3

     Notes to Consolidated Financial Statements                           4

Item 2-Management's Discussion and Analysis of Financial Condition
       and Results of Operations                                         5-12

Part II   OTHER INFORMATION AND SIGNATURES

Item 1-Legal Proceedings                                                  13

Item 2-Changes in Securities                                              13

Item 3-Defaults upon Senior Securities                                    13

Item 4-Submission of Matters to a Vote of Security Holders                13

Item 5-Other Information                                                  13

Item 6-Exhibits and Reports on Form 8-K                                   13

       Signatures                                                         14

CITIZENS FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEET
        (UNAUDITED)

                                             September 30,       December 31,
                                                 1995                1994

ASSETS:
Cash and due from banks:
  Noninterest-bearing                       $   5,260,630      $   5,479,295
  Interest-bearing                              3,699,237             32,005
Total cash and cash equivalents                 8,959,867          5,511,300

Available-for-sale securities                  22,158,666         14,639,874
Held-to-maturity securities (estimated market value 
   1995,$47,712,000;  
   December 31, 1994, $47,897,000)             47,159,988         49,617,504
Loans (net of allowance for possible loan 
losses 1995, $1,804,220; December 31, 1994,
$1,721,343)                                   155,501,751        154,847,712
Foreclosed assets held for sale                   261,717            167,969
Premises and equipment                          4,155,383          4,123,658
Accrued interest receivable and other assets    3,838,648          3,628,671
TOTAL ASSETS                                 $242,036,020       $232,536,688
     
LIABILITIES:
Deposits:
  Noninterest-bearing                        $ 15,041,055       $ 14,494,727
  Interest-bearing                            196,877,094        179,983,170
Total deposits                                211,918,149        194,477,897

Borrowed funds                                  6,204,148         16,030,406
Accrued interest payable                        1,780,461          1,691,646
Dividends payable                                       0            547,163
Other liabilities                               1,239,570            886,444
TOTAL LIABILITIES                             221,142,328        213,633,556
     
STOCKHOLDERS' EQUITY:
Common Stock
  $1.00 par value; authorized 5,000,000 shares
  in 1995; and 2,000,000 in 1994; issued
  and outstanding 1,347,323 and
  1,334,323 shares in 1995
  and 1994, respectively                        1,347,323          1,334,543
Additional paid-in capital                      6,512,129          6,224,579
Retained earnings                              12,890,552         11,708,435
TOTAL                                          20,750,004         19,267,557
Unrealized holding gains (losses) on
  available-for-sale securities                   143,688           (364,425)
TOTAL STOCKHOLDERS' EQUITY                     20,893,692         18,903,132
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $242,036,020       $232,536,688

The accompanying notes are an integral part of these financial statements.
1

CITIZENS FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF INCOME
         (UNAUDITED)

                                                     Three Months Ended        Nine Months Ended
                                                        September 30             September 30
                                                     1995          1994        1995         1994
                                                                              
  INTEREST INCOME:
  Interest and fees on loans                      $3,781,262    $3,362,851   $11,002,363   $ 9,404,226
  Interest on interest-bearing deposits 
     with banks                                       71,114            64        95,654        23,251
  Interest and dividends on investments:
      Taxable                                      1,050,648     1,029,869     3,076,635     3,016,430
      Nontaxable                                      42,620        63,091       144,800       222,504
      Dividends                                       19,183        18,210        55,704        50,257 
                                                    
  Total interest and dividends on investments      1,112,451     1,111,170     3,277,139     3,289,191
                                                    
  TOTAL INTEREST INCOME                            4,964,827     4,474,085    14,375,156    12,716,668
                                                   
  INTEREST EXPENSE:
  Interest on deposits                             2,414,280     1,912,231     6,860,731     5,504,419
  Interest on borrowed funds                         100,557       139,788       403,046       254,534
                                                   
  TOTAL INTEREST EXPENSE                           2,514,837     2,052,019     7,263,777     5,758,953
                                                   
  NET INTEREST INCOME                              2,449,990     2,422,066     7,111,379     6,957,715
  Provision for possible loan losses                  37,500        60,000       125,000       195,000
                                                    
  NET INTEREST INCOME AFTER PROVISION FOR
      POSSIBLE LOAN LOSSES                         2,412,490     2,362,066     6,986,379     6,762,715        
                                                  
  OTHER OPERATING INCOME:
  Service charge income                              185,397       184,638       533,484       531,652
  Trust income                                        55,206        38,967       180,819       141,255
  Other income                                        49,503        37,712       198,659       163,715
  Realized securities gains, net                       5,000             0         9,700        63,347
                                                    
  TOTAL OTHER OPERATING INCOME                       295,106       261,317       922,662       899,969
                                                    
  OTHER OPERATING EXPENSES:
  Salaries and employee benefits                     811,005       785,132     2,420,131     2,289,381
  Occupancy expenses                                  94,415        88,956       309,633       293,100
  Furniture and equipment expenses                   145,439       150,526       435,251       444,858
  FDIC insurance expense                              21,769       108,145       243,467       324,666
  Other expenses                                     508,876       501,352     1,623,048     1,485,188
                                                    
  TOTAL OTHER OPERATING EXPENSES                   1,581,504     1,634,111     5,031,530     4,837,193
                                                  
  Income before provision for income taxes         1,126,092       989,272     2,877,511     2,825,491        
    
  Provision for income taxes                         324,712       303,000       821,265       863,000
                                                    
  NET INCOME                                      $  801,380    $  686,272   $ 2,056,246   $ 1,962,491
                                                   
  Earnings per share                                   $0.59         $0.51         $1.53         $1.46
  Cash dividend declared                               $0.00         $0.00         $0.42         $0.40
                                                    
  Weighted average number of shares outstanding    1,347,323     1,347,323     1,347,323     1,347,323

The accompanying notes are an integral part of these financial statements.
2
  
CITIZENS FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
       (UNAUDITED)
                                                        Nine months Ended
                                                          September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:                 1995           1994
  Net income                                      $ 2,056,246    $ 1,962,491
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Provision for possible loan losses                125,000        195,000
    Provision for depreciation                        327,213        330,604
    Amortization and accretion of investment 
     securities                                       175,171        134,752
    Deferred income taxes                             (33,228)       (44,751)
    Realized gains on securities                       (9,700)       (63,347)
    Realized gains on loans sold                      (26,164)       (12,296)
    Gain on sales or disposals of premises and
     equipment                                              0         (2,132)
    Gain on sale of foreclosed assets held for sale   (46,040)       (34,813)
    (Increase) decrease in accrued
      interest receivable and other assets           (438,505)       240,439
    Increase (decrease) in accrued
      interest payable and other liabilities          441,941        (31,212)
     
      Net cash provided by operating activities     2,571,934      2,674,735
     
CASH FLOWS FROM INVESTING ACTIVITIES:
  Available-for-sale securities:
   Proceeds from sales of securities                        0      3,063,398
   Purchase of securities                          (6,797,231)    (3,002,813)
  Held-to-maturity securities:
   Proceeds from maturity and principal
    repayments of securities                        4,493,551      2,899,784
   Purchase of securities                          (2,153,200)    (6,478,431)
  Net increase in loans                              (961,982)   (12,298,022)
  Capital expenditures                               (358,938)      (357,441)
  Proceeds from sales of premises and equipment             0          3,564  
  Proceeds from sale of foreclosed assets held
   for sale                                           161,400         44,341
     
      Net cash used by investing activities        (5,616,400)   (16,125,620)
     
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                         17,440,252      5,619,602
  Proceeds from long-term borrowings                  783,594      2,231,294
  Repayments of long-term borrowings                 (102,213)      (390,236)
  Net (decrease) increase in short-term borrowed
   funds                                          (10,507,639)     6,661,600
  Acquisition of Treasury Stock                       (35,200)             0
  Proceeds from the sale of Treasury Stock             35,200              0
  Dividends paid                                   (1,120,961)    (1,055,903)

      Net cash provided by financing activities     6,493,033     13,066,357
      Net increase (decrease) in cash and cash 
       equivalents                                  3,448,567       (384,528)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD    5,511,300      5,612,269

CASH AND CASH EQUIVALENTS AT END OF PERIOD        $ 8,959,867    $ 5,227,741

The accompanying notes are an integral part of these financial statements.
3

CITIZENS FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Unaudited)
Note 1 - Basis of Presentation

     The consolidated financial statements include the accounts of Citizens
Financial Services, Inc. and its wholly-owned subsidiary, First Citizens
National Bank (the "Bank"), (collectively, the "Company").  All material 
intercompany 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 September 30, 1995, and
the results of operations for the interim periods presented.  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, 1994.

     The results of operations for the nine months ended September 30, 1995 
and 1994 are not necessarily indicative of the results to be expected for 
the full year.

Note 2 - Earnings per Share

     Earnings per share calculations give retroactive effect to stock dividends
declared by the Company.  The number of shares used in the earnings per share
and dividends per share calculation was 1,347,323 for 1995 and 1994.

Note 3 - Impaired Loans

     On January 1, 1995, the Company adopted Statement of Financial Accounting
Standards No.114 ("SFAS No. 114"), "Accounting for Certain Investments in 
Debt and Equity Securities." The statement establishes accounting measurement,
recognition, and reporting standards for impaired loans.  SFAS 114 provides 
that a loan is impaired when, based on current information and events, it is 
probable that the creditor will be unable to collect all amounts due 
according to the contractual terms (both principal and interest).  SFAS 114 
requires that when a loan is impaired, impairment should be measured based on
the present value of the expected cash flows, discounted at the loan's 
effective interest rate, except that as a practical expedient, a creditor may
measure impairment based on a loan's observable market price, or the fair 
value of the collateral if the loan is collateral dependent.  The value of
the loan is adjusted through a valuation allowance created though a charge 
against income.  Residential mortgages, consumer installment obligations and
credit cards are excluded. 

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

     The following is management's discussion and analysis of certain 
significant factors which have affected the Company's financial position and
operating results during the periods indicated in the accompanying 
consolidated financial statements.

Financial Condition

     For the nine month period ended September 30, 1995, the assets of the 
Company have increased by $9.5 million or 4.1% versus an increase of $14.2 
million in 1994.  
4

     Net loans increased by $.7 million for the current period as compared to
the $12 million increase in 1994. Lower loan demand because of the higher 
interest rates was the primary reason for the stagnant loan growth.

     Loans sold and serviced in the secondary market (Freddie Mac) increased 
from $2.9 million to $3.8 million at September 30, 1994 and 1995, respectively,
or a $.9 million increase.

     The Company's loan growth during 1994 stemmed from generally low market 
interest rates and its commitment to the local communities and servicing 
their needs.  The primary concentration of loans continues to be in residential
real estate-consisting of loans to purchase and improve real estate, debt 
consolidation and home equity lines of credit.  Loan demand was weak during 
the last 6 months of 1994 because of the approximately 300 basis point 
increase in market interest rates.  A slight decline in interest rates during
the first nine months of 1995 has had little positive impact on the demand for
residential real estate loans.

     During the remainder of 1995, management expects that loan demand will 
continue to be slow as interest rates are anticipated to decline only slightly
nationwide and in the local market area.

     The loan portfolio consists of the following (in thousands):

                                  September 30,   December 31,   September 30,
                                      1995            1994            1994

Real estate loans - residential     $ 96,846       $ 98,630        $  98,105
Real estate loans - commercial        25,254         21,915           21,207
Real estate loans - agricultural       6,279          7,125            6,321
Loans to individuals for household,
  family and other purchases          13,069         11,886           11,434
Commercial and other loans             9,111         10,285           10,042
State and political subdivision 
  loans                                7,082          7,303            7,658
                                     157,641        157,144          154,767
Less: unearned income on loans           335            575              693
Loans net of unearned income        $157,306       $156,569         $154,074

     Total security investments increased $5.1 million compared to an increase
of $2.3 million in 1994.

     During the first nine months of 1995, securities totaling $4.4 million 
matured. $3.2 million U. S Treasury securities were purchased with 6 year 
maturities ($2.1 million in the held-to-maturity category and $1.1 million in
the available-for-sale category).  Additionally, $5.7 million corporate bonds
were purchased during the third quarter of 1995 with an average maturity of 
2.3 years.

     Cash and cash equivalents increased $3.5 million in 1995  compared to a
decrease of $.4 million in 1994. 

     Deposits increased by $17.4 million or 9% versus a modest increase of 
$5.6 million in 1994.  The creation of some promotional certificates of 
deposit with attractive rates resulted in the deposit growth for 1995.  

     As discussed in the Management's Discussion and Analysis section of the 
1994 annual report and the June 30, 1995 Form 10-Q, during 1994 the rate paid
on certificates of deposit increased more rapidly then the rates paid on NOW 
and savings accounts.  This trend, which continued into 1995, increased the 
growth of certificates of deposit and offset the decrease in NOW and savings 
accounts.  Management expects this interest rate environment to continue for
the remainder of 1995 and a continued growth in certificates of deposit.
5

     Borrowed funds decreased by a repayment of $9.8 million during 1995 (made
possible by the deposit growth discussed above) compared to an increase of 
$8.5 million in 1994.  This decrease was the result of a repayment of the short
term borrowing from the Federal Home Loan Bank.  The Company's daily cash 
requirements or short-term investments are now being met by using the financial
instruments available through the Federal Home Loan Bank rather than using 
federal funds market.  The modest increase in loan demand as well as a 
significant increase in deposits for this period resulted in the elimination of
short term borrowings.

Capital

     The Company has computed its risk-based capital ratios as follows (dollars
in thousands):

                                           September 30,       December 31,
                                               1995                1994

Tier I - Total stockholders' equity          $ 20,894           $ 18,903
Less:  Unrealized holding gains (losses) 
     on available-for-sale securities             144               (364)  
Tier I, net                                    20,750             19,267
Tier II - Allowance for loan losses(1)          1,706              1,625
  Total qualifying capital                   $ 22,456           $ 20,892
Risk-adjusted on-balance sheet assets        $129,181           $123,077
Risk-adjusted off-balance sheet
     exposure (2)                               7,317              6,956
  Total risk-adjusted assets                 $136,498           $130,033

                                           September 30,       December 31,
Ratios:                                        1995                1994 

Tier I risk-based capital ratio               15.2%               14.8%
Federal minimum required                       4.0                 4.0 

Total risk-based capital ratio                16.5%               16.1%
Federal minimum required                       8.0                 8.0 

Leverage ratio (3)                             8.7%                8.6%
Federal minimum required                       4.0                 4.0 

(1)  Allowance for loan losses is limited to 1.25% of total risk-adjusted 
     assets.
(2)  Off-balance sheet exposure is caused primarily by standby letters of 
     credit and loan commitments with a remaining maturity exceeding one year.
     These obligations have been converted to on-balance sheet credit equivalent
     amounts and adjusted for risk.
(3)  Tier I capital divided by average total assets.
6

     Management does not anticipate that any of the equipment purchase 
discussed below will have a material negative impact on stockholder's equity 
during 1995.

Results of Operations

     Net income for the nine month period ending September 30, 1995 was 
$2,056,000 an increase of $94,000 over the 1994 related period.  Earnings per
share was $1.53 during the first nine months of 1995 compared to $1.46 during
the 1994 period. 

     Net interest income, the most significant component of earnings, is the
amount by which interest generated from earning assets exceeds interest 
expense on liabilities.  Net interest income for the 1995 period, after 
provision for possible loan losses, was $7,111,000 an increase of $154,000 or
2.2% compared to an increase of $536,000 or 8.3% during the same time period
in 1994.  

                       Analysis of Average Balances and Interest Rates (1)

                                     September 30                    September 30, 
                                         1995                             1994

                              Average               Average       Average                Average
                              Balance   Interest     Rate         Balance    Interest     Rate
                                 $          $          %             $           $          %

                                                                       
ASSETS
Short-term investments:
Interest-bearing deposits 
 in other banks                2,202         96      5.83%           812           23      3.79%
Total short-term investments   2,202         96      5.83%           812           23      3.79%
Investment securities:
  Taxable                     62,818      3,132      6.67%        60,734        3,069      6.76%
  Tax-exempt (3)               2,305        219     12.70%         3,069          338     14.72%
  Total investments           65,123      3,351      6.88%        63,803        3,407      7.14%
Loans:
  Residential mortgage loans  96,903      6,719      9.27%        92,508        6,013      8.69%
  Commercial and farm loans   38,391      2,829      9.85%        32,102        2,055      8.56%
  Loans to State & Political 
   Subdivisions                7,192        487      9.05%         6,031          329      7.29%
  Other loans                 14,003      1,093     10.44%        14,514        1,100     10.13%
  Loans-net of
   discount (2)(3)(4)        156,489     11,128      9.51%       145,155        9,497      8.75%
Total interest-earning 
 assets                      223,814     14,575      8.71%       209,770       12,927      8.24%
Cash and due for banks         3,029                               2,889 
Bank premises and equipment    4,119                               3,985 
Available-for-sale securities 
 adjustment                      (51)                                292 
Other assets                   6,375                               6,407 
Total non-interest bearing 
 assets                       13,472                              13,573 
Total assets                 237,286                             223,343 
7

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
  NOW accounts                24,007       419      2.33%        26,359           438      2.22%
  Savings accounts            25,898       482      2.49%        27,747           470      2.26%
  Money Market accounts       22,304       788      4.72%        21,135           503      3.18%
  Certificates of deposit    118,003     5,173      5.86%       104,321         4,093      5.25%
  Total interest-bearing 
   deposits                  190,212     6,862      4.82%       179,562         5,504      4.10%
Other borrowed funds           8,501       402      6.32%         7,283           255      4.68%
Total interest-bearing 
 liabilities                 198,713     7,264      4.89%       186,845         5,759      4.12%
Demand deposits               14,444                             14,112 
Other liabilities              4,231                              3,724 
Total non-interest-bearing 
 liabilities                  18,675                             17,836 
Stockholders' equity          19,898                             18,662 
Total liabilities and 
 stockholders'equity         237,286                            223,343 
Net interest income                      7,311                                  7,168 
Net interest spread (5)                             3.82%                                  4.12%
Net interest income as a
 percentage of average 
 interest-earning assets                            4.37%                                  4.57%
Ratio of interest-earning 
 assets to interest-bearing 
 liabilities                                        1.13                                   1.12 


(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.

     The yield on earning assets, on a tax-equivalent basis, was 8.71% and 8.24%
in the first nine months of 1995 and 1994, respectively, which resulted in an 
increase of 47 basis points.  The cost of funds was 4.89% and 4.12%, in the nine
months of 1995 and 1994, respectively, as the cost of funds increased 77 basis
points.  During the first nine months of 1995, money market accounts and 
certificates of deposit were most effected by the upward pressure in interest
rates.  This trend reflects the significant increase in interest rates that 
occurred during 1994.  The decline in market interest rates since early 1995 
has yet to reduce this pressure on interest margin and is reflected in the net
interest spread decline of 30 basis points during the current period.

     As described above, the Company has experienced a narrowing of it's margin
during the nine months of 1995 as has a number of financial institutions 
competing in the same market area. The Company continues to review various 
pricing strategies to enhance deposit growth without margin compression. 
8

     Provision for possible loan losses decreased $70,000 to $125,000 in 1995, 
compared to a provision of $195,000 in the same nine month period of 1994.  This
decrease was appropriate given management's quarterly review of the allowance
for loan and lease losses which 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 economic conditions, historical
loss experience, OCC qualitative adjustments and peer comparisons.

     Total other operating income increased by $23,000 compared to the same 
period in 1994.  Trust income was up $40,000, service charge income was up 
$2,000, and other income was up $35,000 but realized securities gains was down 
$54,000.

     Total other operating expense was $5,000,000 in the first nine months of
1995 which reflected an increase of $194,000 or 4% over the 1994 period.  
Salaries and benefits increased 5.7% or $131,000 for the current nine month 
period reflecting normal merit increases when compared to the same period in 
1994.  Occupancy expense increased by $17,000 or 5.6% and furniture and 
equipment expenses decreased 2.2% or $10,000.  Federal Deposit Insurance 
Corporation(FDIC) insurance expense decreased $81,000 or 25% during the first
nine months of 1995.  $86,000 of the reduction in FDIC premium occurred during
the current three month period as the result of a refund of premiums in the 
amount of $92,000. Other expenses increased $138,000 or 9.3% in the first nine 
months of 1995 over the 1994 related period representing an increase in 
marketing costs and various expenses related to the implementation of check 
imaging.

     The Company currently pays a premium to the FDIC for the Savings 
Association Insurance Fund (SAIF) as a result of the deposits obtained with 
the acquisition of Star Savings and Loan Association.  Congress is currently 
evaluating proposals to recapitalize SAIF and, although no agreement has been
reached between the House and Senate regarding recapitalization of the SAIF 
fund, it appears that the Company, as well as other financial institutions 
with SAIF deposits may be required to pay a one-time special assessment that 
could approximate 85 basis points of SAIF deposits held or ($463,000) during 
the fourth quarter of 1995 or the first quarter of 1996. The special 
assessment may adversely effect earnings and liquidity when paid.

     The provision for income taxes was $821,000 during the first nine months
of 1995 compared to $863,000 during the 1994 related period.  Income before 
taxes increased $52,000 in the 1995 period as compared to the same time period
in 1994.

Liquidity

     Liquidity is a measure of the Company's ability to efficiently meet 
normal cash flow requirements of both borrowers and depositors.  In order to 
maintain proper liquidity, the Company uses funds management policies along 
with its investment policies to assure it can meet its financial obligations 
to depositors, credit customers and shareholders.  Liquidity is needed to meet
depositors' withdrawal demands, extend credit to meet borrowers' needs, 
provide funds for normal operating expenses and cash dividends, as well as 
fund other capital expenditures.

     Funds received from increase deposits (primarily certificates of deposit)
were used to reduce the short-term borrowings at the Federal Home Loan Bank. 
The remaining funds were then used to invest in securities there being little
increase in loans.

     Management projected that capital expenditures for 1995 would increase
approximately $495,000 for optical check imaging and needed renovations to 
branches and capital expenditures to keep pace with current technology needs.  
During the first nine months of 1995 $359,000 was expended nearly the same as 
the capital acquisitions of $357,000 during 1994.  
9

     Management is currently renting three properties as a temporary solution 
to the space limitations it has experienced at the main office.  Efforts are 
continuing to evaluate various long term alternative solutions.

     Liquidity is achieved primarily by having temporary or short-term 
investments in the Federal Home Loan Bank of Pittsburgh, PA, federal funds 
sold and investments which mature in a relatively short time period 
(maturities under one year).  The Company also maintains a credit line of 
approximately 10% of qualifying assets with the Federal Home Loan Bank as an
additional source of liquidity.

     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.  
An asset or liability is considered to be interest-sensitive if the rate it 
yields or bears is subject to change within a predetermined time period.  If 
interest-sensitive assets exceeds interest-sensitive liabilities during a 
prescribed time period, a positive gap results.  Conversely, when interest-
sensitive liabilities exceeds interest-sensitive assets during a time period,
a negative gap results.

     A positive gap tends to indicate that earnings will be impacted favorably 
if interest rates rise during the period and negatively when interest rates fall
during the time period.  A negative gap tends to indicate that earnings will be 
effected inversely to interest rate changes.  In other words, as interest rates 
fall, a negative gap should tend to produce a positive effect on earnings and
when interest rates rise, a negative gap should tend to affect earnings 
negatively.

     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 (individuals over 
59 1/2 have the option to change), money market deposits, savings deposits, 
N.O.W. accounts and short-term borrowing.

     The Company's six to twelve-month asset/liability position at September 30,
1995, was again liability sensitive, with a dollar gap of $12.9 million or .88 
(at December 31, 1994 the Company's liability sensitivity was at $(9.6) million 
or .91).  Management was able to move to within its policy range (positive 1.25 
to negative .75) by the selection and pricing of assets and liabilities 
acquired. 

     Gap analysis does not necessarily indicate the precise impact of specific 
interest rate movements on the Company's net interest income because the 
repricing 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, reprice at different times and at different rate 
levels.

     Another method used by the Company to measure the impact of interest rate 
changes on net interest income is to simulate the potential effects of changing 
interest rates through computer modeling.  The Company is then able to evaluate 
strategies which would include an acceleration of a deposit rate reduction or 
rate increase and the related repricing strategies for loans.
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Credit Quality Risk 

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


                                 September 30,                    December 31,                      
                                     1995          1994       1993        1992       1991    

     (dollars in thousands)

                                                                       
Loans in nonaccrual status       $  1,491       $  1,557    $  1,566    $    689    $    154
Accrual loans - 90 days or
  more past due                       156            267         418         439         977
                                   
     Total non-performing loans  $  1,647       $  1,824    $  1,984    $  1,128    $  1,131

Other real estate owned          $    262       $    168    $    231    $    330    $    188

Loans outstanding at end of
 period                          $157,306       $156,569    $141,907    $129,527    $121,743

Non-performing loans as percent
  of total loans                    1.05%          1.16%       1.40%        .87%        .87%

Provision for possible loan 
 losses                          $  1,804       $  1,721    $  1,516    $   1,201   $    906

Net charge-offs                  $     43       $     50    $      0    $     119   $     88

Provision for possible loan 
 losses as percent of loans 
 outstanding                        1.15%          1.10%       1.07%         .93%       .82%

Total non-performing assets as a
 percent of loans, net of 
 unearned income, and foreclosed 
 assets held for sale               1.21%          1.27%       1.56%        1.12%      1.08%


 Transactions in the allowance for possible loan losses were as follows 
(in thousands):

                                         
                                   At September 30,          Years Ended December 31,
                                        1995              1994       1993       1992     

                                                                   
Balance, beginning of year            $1,721            $1,516      $1,201     $  996    
Provision charged to income              125               255         315        324    
Recoveries on loans previously
charged against the allowance             10                18          71         32    
                                                                    
                                       1,856             1,789       1,587      1,352    
Loans charged against the allowance      (52)              (68)        (71)      (151)
                                                                   
Balance, end of year                  $1,804            $1,721      $1,516     $1,201    

                                                                   
     The allowance is maintained at a level to absorb potential future loan 
losses.  The allowance is increased by provisions charged to operating expense
and reduced by net charge-offs.  Management's basis for the level of the 
allowance and the quarterly provision is its evaluation of the loan portfolio,
current and projected economic conditions, the historical loan loss experience,
present and prospective financial condition of the borrowers, the level of non-
performing assets, and other relevant factors.  While management evaluates all 
of this information quarterly, future adjustments to the allowance may be 
necessary if economic conditions differ substantially from the assumptions used
in making the evaluation.  In addition, various regulatory agencies, as an 
integral part of their examination process, review the Company's allowance for
loan losses.  Such agencies may require the Company to recognize additions to 
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the allowance based on their evaluation of information available to them at
the time of their examination.  Based on this process, management believes 
that the current allowance is adequate to offset any exposure that may exist for
under-collateralized or uncollectible loans.

     The following information concerns impaired loans as described in note 3: 
 
     Impaired Loans: 
          Nonaccrual  Loans                          $282,480 
          Restructured  Loans                               0 
                                            
                                                     $282,480 
                                              
 
     Impaired loans with specific loss allowances:   $282,480 
                                              

     Loss allowances reserved on impaired loans:     $      0
                                             
     Income recognized on impaired loans
      during 1995                                    $      0 
                                              

     The Company has one loan as of September 30, 1995 that it considers 
impaired and management believes that the liquidation of the collateral would
exceed principal, plus interest and fees, thus no allowance reserve is required.

     The Company does not accrue interest income on impaired loans and 
subsequent cash payments received are applied to the outstanding principal 
balance or recorded as interest income, depending upon management's assessment
of it's ultimate ability to collect principal and interest.

General

     Various congressional bills have been passed and other proposals have been 
made for significant changes to the banking system, including provisions for:
recapitalization by the FDIC of the SAIF as discussed previously; limitations on
deposit insurance coverage; changing the timing and method financial 
institutions use to pay for deposit insurance; expanding the power of banks by
removing restrictions on bank underwriting activities; tightening the regulation
of bank derivatives activities; allowing commercial enterprises to own banks; 
and permitting bank holding companies to own affiliates that engage in 
securities, mutual funds and insurance activities.
  
     Except as previously discussed in the section on result of operations, 
management believes that the effect of the provisions of this legislation on 
liquidity, capital resources, and the results of operations of the company will 
be immaterial.

     Aside from those matters described above, management does not believe that 
there are any trends or uncertainties which would have a material impact on 
future operating results, liquidity or capital resources nor is it aware of any 
current recommendations by the regulatory authorities 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 the company's results of operations.
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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 - Nothing to report.

Item 3 - Defaults Upon Senior Securities - Nothing to report.

Item 4 - Submission of Matters to a Vote of Security Holders - Nothing to 
         report.
     
Item 5 - Other Information - Nothing to report.
 
Item 6 - Exhibits and reports on Form 8-K.

         (a) Exhibits - None.

         (b) Reports - None.
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                         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.









                                 Citizens Financial Services, Inc.
                                 (Registrant)


November 7, 1995                 /s/ Richard E. Wilber
                                 _______________________
                                 By: Richard E. Wilber
                                 President and Chief Financial Officer
                                 (Principal Executive Officer) 




November 7, 1995               /s/ Thomas C. Lyman
                               _______________________
                               By: Thomas C. Lyman
                               Treasurer
                               (Principal Financial &
                                Accounting Officer)

14