EXHIBIT 32.1
           Section 1350 Certification -- Principal Executive Officer

                 Citizens Financial Corporation and Subsidiaries

                In connection with the Quarterly Report on Form 10-Q of Citizens
Financial  Corporation  (the "Company") for the quarterly  period ended June 30,
2004, as filed with the  Securities  and Exchange  Commission on the date hereof
(the  "Report") I,  Darrell R. Wells,  Chief  Executive  Officer of the Company,
certify pursuant to 18 U.S.C.  S.S. 1350, as adopted pursuant to S.S. 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

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

                2.    The information  contained in the Report fairly  presents,
                          in all material respects,  the financial condition and
                          results of operations of the Company.


                                 By:       /s/ Darrel R. Wells
                                           -------------------------------------
                                           Darrell R. Wells
                                           President and Chief Executive Officer

Date: August 11, 2004


A 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 Citizens Financial Corporation and
will be retained by CFC and furnished to the Securities and Exchange  Commission
or its staff upon request.


The foregoing  certification  is being  furnished to the Securities and Exchange
Commission as an exhibit to the Form 10-Q and shall not be  considered  filed as
part of the Form 10-Q.