<!DOCTYPE HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN">
<HTML>
<BODY TEXT="#000000" BGCOLOR="#C0C0C0" LINK="#0000FF" VLINK="#551A8B"
ALINK="#FF0000">
<CENTER>UNITED STATES
<P>SECURITIES AND EXCHANGE COMMISSION
<P>Washington, D.C. 20549
<BR>
<P>SCHEDULE 14A
<BR>
<P>Proxy Statement Pursuant to Section 14(a) of the Securities
<P>Exchange Act of 1934 (Amendment No. [ ])</CENTER>
<BR>
<P><BR>
<BR>
<P>[xx] Filed by Registrant
<BR>
<P>[ ] Filed by a Party other than the Registrant
<BR>
<P>Check the appropriate box:
<BR>
<P>[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission
<BR>
Only (as permitted by Rule 14a-6(e)2))
<P>[ ] Definitive Proxy Statement
<BR>
<P>[xx] Definitive Additional Materials (Amendment #1)
<BR>
<P>[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
<BR>
<BR>
<BR>
<CENTER>
<P>Citizens Financial Services, Inc.
<P>(Name of Registrant as Specified in Its Charter)
<BR>
<P>-------------------------------------------------------------
<P>(Name of Person(s) Filing Proxy Statement if other than the Registrant)</CENTER>
<BR>
<P><BR>
<BR>
<P>Payment of Filing Fee (Check the appropriate box):
<BR>
<P>[xx] No filing fee required.
<BR>
<P>[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
<BR>
<P>1) Title of each class of securities to which transaction applies:
<BR>
<P>2) Aggregate number of securities to which transaction applies:
<BR>
<P>3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
is calculated and state how it was determined):
<BR>
<P>4) Proposed maximum aggregate value of transaction:
<BR>
<P>[Page]
<BR>
<P>5) Total fee paid:
<BR>
<P>[ ] Fee paid previously with preliminary materials.
<BR>
<P>[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule previously.
<BR>Identify the filing for which the offsetting fee was paid previously.
Identify the previous filing
<BR>by registration statement number, or the Form or Schedule and the date
of its filing.
<BR>
<P>1) Amount Previously Paid:
<BR>
<P>2) Form, Schedule or Registration Statement No.:
<BR>
<P>3) Filing Party:
<BR>
<P>4) Date Filed:
<BR>
<P>[Page]
<BR>
March 20, 2000
<BR>
<P>Dear Shareholders of Citizens Financial Services, Inc.:
<BR>
<P>Attached to the bottom of this letter is a new proxy card with respect
to the business to be conducted at the Annual Meeting of Shareholders of
Citizens Financial Services, Inc. to be held on Tuesday, April, 18, 2000
at 12:00 p.m., prevailing time, at the Tioga County Fairgrounds Youth Building,
Whitneyville, Pennsylvania 16901.
<BR>
<P>You may have already received your proxy materials for this meeting.
However, the proxy card inadvertently omitted a place to vote with regard
to the proposal to amend Article Twelfth of the Articles of Incorporation
to change the mandatory retirement age for directors. Therefore, we are
providing you with this proxy card and return envelope so that you may
vote on the issue. We apologize for any inconvenience this may have caused
you.
<BR>
<P>We urge you to mark, sign, date and promptly return this proxy in the
enclosed envelope so that your shares may be voted in accordance with your
wishes. If you have already voted and returned your proxy, please also
complete this proxy and return it to the corporation as your later-dated
proxy will supercede your earlier proxy.
<BR>
<P>If you have any questions, please contact Richard E. Wilber, President
and Chief Executive Officer, at 15 South Main Street, Mansfield, Pennsylvania
16933, or telephone: 800-326-9486.
<BR>
<P>Very truly yours,
<P>/s/ Richard E. Wilber
<P>Richard E. Wilber,
<BR>President and Chief Executive Officer
<BR>[Page]
<BR>
<P><BR>
<CENTER>
<P><B>CITIZENS FINANCIAL SERVICES, INC.</B>
<P><B>PROXY</B>
<P><B>ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 18, 2000</B>
<P><B>THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS</B></CENTER>
<BR>
<P><BR>
<P>The undersigned hereby constitutes and appoints Terry B. Osborne and
Thomas C. Lyman and each or any of them, proxies of the undersigned, with
full power of substitution to vote all of the shares of Citizens Financial
Services, Inc. that the undersigned may be entitled to vote at the corporation's
Annual Meeting of Shareholders to be held at the Tioga County Fairgrounds
Youth Building, Whitneyville, Pennsylvania 16901 on Tuesday, April 18,
2000, at 12:00 p.m., prevailing time, and at any adjournment or postponement
of the meeting as follows:
<BR>
<P>1. Election of Class 3 Directors to Serve for a Three-Year Term.
<P><B> Bruce L. Adams </B>and <B>William D. Van Etten</B>
<BR>
<P> [ ] <B>FOR</B> all nominees
[ ] <B>WITHHOLD AUTHORITY</B>
<BR>
listed above (except to vote for all nominees listed
<BR>
as marked to the above contrary below)
<P><I>The Board of Directors recommends a vote <B>FOR</B> these nominees</I>.
<P>(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
<P>
- ---------------------------------------------------------------
<P>2. Proposal to amend Article Twelfth of the Articles of Incorporation
of Citizens Financial Services, Inc., as amended, to
<BR> change the mandatory retirement age for Directors.
<P> [ ] <B>FOR</B>
[ ] <B>AGAINST</B>
[ ] <B>ABSTAIN</B>
<BR>
<P><I>The Board of Directors recommends a vote <B>FOR </B>this proposal.</I>
<BR>
<P>3. In their discretion, the proxy holders are authorized to vote
upon such other business as may properly come before the
<BR> meeting and any adjournment or postponement
thereof.
<BR>
<P>THIS PROXY, WHEN PROPERLY SIGNED AND DATED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED
<B>FOR </B>THE ELECTION OF THE NAMED CANDIDATES AND
<B>FOR
</B>PROPOSAL NO. 2.
<BR>
<P>
Dated: ______________________, 2000
<P>
___________________________
<BR>
<P>Number of Shares Held of Record
___________________________
<BR>on March 8, 2000 (Indicated Above)
Signature(s) (Seal)
<P>THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY
TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF
MORE THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH
OWNER SHOULD SIGN.
</BODY>
</HTML>
