<PAGE>
 
As filed with the Securities and Exchange Commission  March 28, 1996
                                                      Registration No.: 33-15150

                           ------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ------------------------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           ------------------------

                         JUNIATA VALLEY FINANCIAL CORP.
                   ----------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                  Pennsylvania                        23-2235254
                  ------------                        ----------
       (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)             Identification No.)
     

           Bridge and Main Streets, Mifflintown, Pennsylvania  17059
          -----------------------------------------------------------
             (Address of Principal Executive Offices)        (zip code)


           JUNIATA VALLEY FINANCIAL CORP. EMPLOYEE STOCK OPTION PLAN
           ---------------------------------------------------------
                            (Full Title of the Plan)

                                 A. JEROME COOK
                              President and C.E.O
                         JUNIATA VALLEY FINANCIAL CORP.
                            Bridge and Main Streets
                               Post Office Box 66
                        Mifflintown, Pennsylvania 17059
                       ---------------------------------
                    (Name and Address of Agent for Service)

                                   Copies to:
                                ELYSE E. ROGERS
                            METTE, EVANS & WOODSIDE
                            3401 North Front Street
                                 P.O. Box 5950
                      Harrisburg, Pennsylvania 17110-0950

                                 (717) 436-8211
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                           Proposed    Proposed 
                                            maximum     maximum               
Title of each class                        offering    aggregate     Amount of
of securities to be          Amount to be    price     offering    registration
registered                    registered   per unit      price          fee
--------------------------------------------------------------------------------
<S>                          <C>           <C>         <C>         <C>
Common Stock                      100,000     $35.00   $3,500,000      $1,206.90
Par value
$1.00 per share
--------------------------------------------------------------------------------
</TABLE>




--------------------------------------------------------------------------------
/1/ Average of bid and ask price as required by Rule 457(c).



                    [REST OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
 
                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


The information required by Part I is included in documents given to
participants in the Juniata Valley Financial Corp. ("JVFC") Employee Stock
Option Plan (the "Plan") pursuant to Rule 428(b)(1) of the Securities Act of
1933 (as amended, the "Securities Act")



                    [REST OF PAGE INTENTIONALLY LEFT BLANK]

                                      -3-
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following reports, which were filed by JVFC with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, are incorporated in
this Prospectus by reference:

(a)  JVFC's Annual Report on Form 10-K for the fiscal year ended December 31,
     1995.

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act since the end of JVFC's fiscal year covered by the
     Annual Report referred to in (a) above.

(c)  All documents subsequently filed by JVFC pursuant to Sections 13(a), 13(c),
     14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination
     of this offering.

JVFC will forward without charge to each person to whom this Prospectus is
delivered, on written or oral request, a copy of the documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference in such document). Requests should be
directed to Ms. Linda Engle Sr. Vice President/CFO, The Juniata Valley Bank P.O.
            --------------------------------------------------------------------
Box 66, Mifflintown, PA 17059.
------------------------------


ITEM 4.  DESCRIPTION OF SECURITIES

The securities offered hereby are shares of JVFC's Common Stock, $1.00 par
value. As of December 31, 1995, there were 2,000,000 shares authorized, of which
1,113,001 shares were issued and outstanding. JVFC's Articles of Incorporation
also authorize 500,000 shares of preferred stock.

The Board of Directors has the authority to the full extent now or hereafter
permitted by law, to fix by resolution the voting rights (which may be full,
limited, multiple, fractional or withheld altogether) designations, preferences,
qualifications, limitations, restrictions, privileges, options, redemption
rights, conversion rights and other special or relative rights of such class of
preferred stock or any series thereof. No preferred stock has been issued as of
the date of

                                      -4-
<PAGE>
 
this Registration Statement nor does the Board of Directors have plans to issue
preferred stock.

Holders of Common Stock are entitled to one vote per share on all matters on
which JVFC's shareholders may vote, including the election of Directors. The
holders of Common Stock do not have cumulative voting rights in the election of
directors. This means that the holders of a simple majority of the shares of
Common Stock voting for the election of Directors can elect all of the
Directors, if they choose to vote together, and in such event the holders of the
remaining shares will not be able to elect any Directors.

JVFC's Articles of Incorporation contain certain provisions which may be
considered anti-takeover in nature. Article 10 of the Articles of Incorporation
provides that the Board of Directors may oppose any offer, proposal, or attempt
by any corporation or other business entity, person or group to (a) make any
tender offer or other offer to acquire any of JVFC's securities; (b) merge or
consolidate JVFC into another entity; (c) purchase or otherwise acquire all or
substantially all of the assets of JVFC; or (d) make any transaction similar in
purpose or effect to any of the above. The Articles of Incorporation also give
JVFC's Board of Directors authority to take any lawful action to oppose a tender
offer or similar transaction if the Board of Directors determines that the offer
should be rejected. The provision permits the Board of Directors to consider any
pertinent issues in determining whether to oppose any such offer. In addition,
the Board of Directors is expressly vested with the power to make, alter, amend
and repeal the bylaws of JVFC, subject to the power of the shareholders to
change such action only upon the affirmative vote of at least 75% of the votes
which all shareholders are entitled to cast.

Article 11 of JVFC provides that for any "Business Combination" (as defined in
Article 11), the affirmative vote of eighty-five (85%) percent of the votes
which all shareholders are entitled to cast on the matter shall be required. In
certain limited circumstances, as defined in Article 11.C. of the Articles of
Incorporation, a Business Combination may only require the affirmative vote of
the holders of sixty-six and two-thirds (66 2/3%) percent of the votes which all
shareholders are entitled to cast on the matter.

In addition to provisions in JVFC's Articles of Incorporation, the Pennsylvania
Business Corporation Law of 1988 provides that any holder of voting shares of a
business corporation that becomes the subject of a "control transaction", and
who objects to the transaction, shall be entitled to the rights and remedies of
a dissenting shareholder. A "control transaction" is defined to mean the
acquisition by a person or group of voting power that would entitle the holder
or holders thereof to cast at least 20% percent of the votes that all
shareholders would be entitled to cast in an election for directors.

                                      -5-
<PAGE>
 
Subject to certain procedural requirements, following the acquisition of 20%
voting power by a person or group, a shareholder is entitled to receive cash
from the controlling person or group in an amount equal to the fair market value
of his shares as of the day prior to the date on which the control transaction
occurs. In making such valuation, all relevant factors are to be taken into
account, including an increment representing a proportion of any value payable
for acquisition of control of the corporation. The effect of the Act is to
require any person or group who acquires 20% of the voting shares of JVFC upon
the demand of any JVFC shareholder or shareholders, to buy out such other
shareholders.

The Board of Directors of JVFC is divided into three classes, each class being
elected for a term of three years. The number of Directors shall not be less
than five (5) nor more than twenty-five (25).

The overall effect of the above described measures, together with banking laws
and regulations applicable to the acquisition of bank holding companies, may be
to render more difficult the accomplishment of mergers, takeovers and other
changes in control of JVFC. To the extent that these measures have this effect,
removal of JVFC's incumbent Board of Directors and management may be rendered
more difficult. These measures may have an adverse impact on the stockholders of
JVFC to participate in a tender or exchange offer for JVFC's common stock and
may have an effect on the market value of the common stock.

JVFC obtains the cash necessary to pay dividends by receiving dividends paid by
JVB and has no other presently available source of funds for the payment of
dividends. Banking regulations limit the amount of dividends that may be paid by
the banking subsidiaries without prior approval of regulatory agencies
supervising the banks.

JVFC's annual meeting of shareholders for the election of directors and the
transaction of other business which may be brought properly before the meeting
is held on the third Tuesday in April. The 1996 annual meeting will be held on
April 16, 1996.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The consolidated financial statements of JVFC incorporated by reference in
JVFC's annual report (Form 10-K) at December 31, 1995 and December 31, 1994, and
for the years then ended have been audited by Beard & Company, Incorporated,
independent accountants, and for the year ended December 31, 1993, by Stockton,
Bates & Company, independent accountants, as set forth in their respective
reports thereon included therein and incorporated herein by reference. Such 
consolidated Financial Statements are incorporated herein by

                                      -6-
<PAGE>
 
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Articles of Incorporation provide that the Registrant may
indemnify its directors and officers to the full extent permissible under the
Pennsylvania Business Corporation Law. Article 20 of the Bylaws of JVFC provide
that directors, officers and employees of JVFC are generally entitled to be
indemnified by JVFC if they are made a party to litigation or other legal
proceedings or are threatened by legal action by reason of the fact that they
are a director, officer or employee of JVFC or were serving in a similar
capacity for another corporation, such as a subsidiary of JVFC, at the request
of JVFC. Indemnification is not available unless the director, officer or
employee acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of JVFC. If the proceedings are criminal in
nature, indemnification is not available unless the director, officer or
employee had no reason to believe his conduct was unlawful. Indemnification is
available for actions brought by or in the right of JVFC or by or on behalf of
parties not related to JVFC, and extends to expenses of litigation, including
attorneys' fees and to any judgment, fine or other amount reasonably incurred
with respect to the action. However, in an action or suit by or in the right of
JVFC, indemnification is not available in respect of any claim or matter as to
which the person is adjudged to be liable for misconduct in the performance of
his duty to JVFC. JVFC's Bylaws also set forth a procedure for payment of legal
expenses in advance of final disposition of a case, subject to repayment by the
director, officer or employee if the director, officer or employee is ultimately
determined not to be entitled to indemnification. JVFC's Bylaws provide that its
directors, officers and employees are presumed to be entitled to indemnification
unless a court, a majority of the directors not involved in the proceedings or
holders of 33 1/3% of JVFC's outstanding common stock determine that
indemnification is not available.

The Pennsylvania Business Corporation Law of 1988, 15 Pa. C.S.A. (S)(S)1501 et.
seq. (the "BCL") became effective on October 1, 1988. Insofar as the BCL is
contrary to the Bylaws and Articles of Incorporation of JVFC, the BCL shall
govern.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling of the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

                                      -7-
<PAGE>
 
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED

     Not applicable.


ITEM 8.   EXHIBITS

(5)       Opinion re Legality - Exhibit 1

(15)      Letter re Unaudited Interim Financial Information - Not applicable

(23)      Consents of experts and counsel - Exhibits 2, 3 
          Consent of Mette, Evans & Woodside
          Consent of Beard & Company, Inc.
          Consent of Stockton, Bates & Company

(24)      Power of Attorney - Exhibit 4

(28)      Information from Reports furnished to State Insurance Regulatory
          Authorities - Not applicable

(99)      Additional Exhibits:

          Juniata Valley Financial Corp. Employee Stock Purchase Plan - 
          Exhibit 5


ITEM 9.   UNDERTAKINGS

JVFC hereby undertakes as follows:

(a) to file, during any period in which offers or sales are being made, a post 
effective amendment to this Registration Statement:

                                      -8-
<PAGE>
 
     (i) to include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement.

     (ii) to include in periodic reports filed pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 the information required by
     paragraphs (a)(1)(i) and (a)(1)(ii) of Item 512 of Regulation S-K and that
     are incorporated by reference in this Registration Statement.

(b) that, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of a registration statement as permitted by
Rule 430A and contained in the form of prospectus to be filed by the registrant
pursuant to Rule 424(b)(3)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be incorporated by reference into the registration statement at the
time it was declared effective.

For the purposes of determining liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                                      -9-
<PAGE>
 
ITEM 10. SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
Borough of Mifflintown, Commonwealth of Pennsylvania, on March 28, 1996.

                                     Registrant:  Juniata Valley Financial Corp.


                     By:___________________________
                          A. Jerome Cook
                          President and CEO

                     By:_______________________________
                          Linda Engle, Treasurer (Principal Financial Officer)



                    [Rest of Page Intentionally Left Blank]

                                     -10-
<PAGE>
 
                                 EXHIBIT INDEX
                                                  Sequentially
Exhibit         Exhibit Index                     Numbered Page
-------         -------------                     -------------
1               Opinion re legality (5)                ii

2               Consent of Mette,                      ii
                Evans & Woodside (23)

3.1             Consent of Beard
                & Company, Inc.  (23)                  iii

3.2             Consent of Stockton
                Bates & Company (23)                   iv

4               Power of Attorney (24)                 v, vi

5               Juniata Valley Financial Corp.         vii
                Employee Stock Option Plan (99)

                                      -i-
<PAGE>
 
                                   EXHIBIT 1
                                   EXHIBIT 2



Juniata Valley Financial Corp.
Bridge and Main Streets
P.O. Box 66
Mifflintown, PA 17059

Re:  Registration Statement S-8, under the Securities Act of 1933 - Offering of
     100,000 Shares Common Stock, Par Value $1.00 Per Share Pursuant to Employee
     Stock Option Plan

Gentlemen:

This opinion is rendered in connection with the Registration statement filed on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933 relating to 100,000 shares of common stock of Juniata Valley Financial
Corp. ("JVFC"), par value $1.00 per share. The common stock is proposed to be
offered by JVFC to employees pursuant to an Employee Stock Option Plan adopted
by JVFC's Board of Directors.

We have reviewed the corporate proceedings relating to the proposed stock
offering and such other legal matters as we have deemed appropriate for the
purpose of this opinion. Based on the foregoing, and assuming all necessary
shareholder and governmental approvals, we are of the opinion that the shares of
common stock covered by the aforesaid Registration Statement will, when issued
in accordance with the terms set forth in the Prospectus, applicable law and the
Bylaws of JVFC, be validly issued, fully paid and nonassessable by JVFC.

We hereby consent to the filing of this opinion as an Exhibit to the
aforementioned Registration Statement and to the reference to us in the
Registration Statement under the caption LEGAL MATTERS.

                                   Very truly yours,

                                   METTE, EVANS & WOODSIDE


                                   By____________________________
                                       Elyse E. Rogers, Esquire

                                     -ii-
<PAGE>
 
                                 EXHIBIT 3.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the use in this Registration Statement (Form S-8) of
our report, dated January 25, 1996, relating to the consolidated financial
statements of Juniata Valley Financial Corp. and subsidiary, and to the
reference to our Firm under the caption "Interests of Named Experts and Counsel"
in the Prospectus.

Reading, Pennsylvania                                      BEARD & COMPANY, INC.
March 22, 1996

                                     -iii-
<PAGE>
 
                                  EXHIBIT 3.2



              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
              --------------------------------------------------



We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1994, which pertains to
the 1995 Annual Report to Shareholders of Juniata Valley Financial Corp. and
Subsidiary.



                                   STOCKTON BATES & COMPANY



Lancaster, Pennsylvania 
March 1, 1996

                                     -iv-
<PAGE>
 
                                   EXHIBIT 4


                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitute and appoint A. JEROME COOK his true and lawful attorney-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents, and either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated.


Signature                          Title                    Date
---------                          -----                    ----


__________________________ President and Chief Executive
A. Jerome Cook                 Officer and Director


__________________________ Director 
John E. Groninger


__________________________ Director 
Karl E. Guss

                                      -v-
<PAGE>
 
__________________________ Director 
Harry B. Fairman, Jr.


__________________________ Director 
Don E. Haubert


__________________________ Director 
John A. Renninger


__________________________ Director 
Ronald H. Witherite


__________________________ Director 
Dale G. Nace


__________________________ Director 
Darwin C. Pomeroy


__________________________ Director 
Edward R. Rhodes


__________________________ Director 
Harold B. Shearer

                                     -vi-
<PAGE>
 
                                   EXHIBIT 5



                         JUNIATA VALLEY FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                              ARTICLE I - PURPOSE

1.01.  Purpose


     The Juniata Valley Financial Corp. Employee Stock Purchase Plan will
provide a method for employees of The Juniata Valley Bank to acquire a
proprietary interest in Juniata Valley Financial Corp. Under the Employee Stock
Purchase Plan, participating employees may purchase shares of the Common Stock
of Juniata Valley Financial Corp. Juniata Valley Financial Corp. intends to have
the Employee Stock Purchase Plan qualify as an "employee stock purchase plan"
under (S)423 of the Internal Revenue Code of 1986, as amended. The Employee
Stock Purchase Plan shall be construed to comply with the requirements of that
section of the Internal Revenue Code.


                            ARTICLE II-DEFINITIONS

2.01.  Base Pay

     "Base Pay" means the regular straight-time earnings of an employee,
excluding payments for overtime, shift premium, bonuses and other special
payments, commissions and other marketing incentive payments.

2.02.  Board of Directors

     "Board of Directors" means the Board of Directors of Juniata Valley
Financial Corp.

2.03.  Code

     "Code" means the Internal Revenue Code of 1986, as amended.

                                     -vii-
<PAGE>
 
2.04.  Committee

     "Committee" means the committee administering the Employee Stock Purchase
Plan, which is more fully described in Article XI.

2.05.  Employee

     "Employee" means any person who is customarily employed on a full-time or
part-time basis by Juniata Valley Bank and is regularly scheduled to work more
than 20 hours per week.

2.06.  JVB

     "JVB" means The Juniata Valley Bank.

2.07.  JVFC

     "JVFC" means Juniata Valley Financial Corp.

2.08.  Offerings

     "Offerings" means the annual offerings of JVFC's common stock. Each 
Offering will begin on July 1 and end on May 15 of the following year.

2.09.  Offering Commencement Date

     "Offering Commencement Date" means July 1 of each year.

2.10.  Offering Termination Date

     "Offering Termination Date" means May 15 of the year following the Offering
Commencement Date.

2.11.  Participant

     "Participant" means any eligible employee of JVB that has completed an
authorization for payroll deduction on the form provided by JVB and filed the
form with the Treasurer of JVFC.
<PAGE>
 
2.12.  Plan

     "Plan" means the JVFC Employee Stock Purchase Plan.

2.13.  Stock

     "Stock" means the common stock of JVFC.


                  ARTICLE III-ELIGIBILITY AND PARTICIPATION 

3.01. Initial Eligibility

     An employee is eligible to participate in the Plan if: (i) he or she has
completed ninety (90) days' employment; and (ii) he or she is employed by JVB on
the date the employee's participation in the Plan becomes effective. Eligible
employees may participate in offerings under the Plan which commence on or after
the employee meets the eligibility requirements set forth in this section.

3.02.  Leave of Absence

     For purposes of the Plan, a person on leave of absence will be considered
an employee for the first 90 days of the leave of absence. The person's
employment shall be considered terminated at the close of business on the 90th
day of the leave of absence. Termination by JVB of any employee's leave of
absence, other than termination of the leave of absence on return to full time
or part time employment, will terminate the employee's participation in the Plan
and the employee's right to exercise any option outstanding under the Plan.

3.03.  Restrictions on Participation

     Any provision of the Plan to the contrary notwithstanding, an employee's
participation in the Plan will be limited or prohibited:

     (a)  if; because of participation the employee would own stock, and/or hold
outstanding options to purchase stock, possessing 5% or more of the total
combined voting power or value of all classes of stock of JVFC (for purposes of
this paragraph, the rules of (S)424(d) of the Code shall apply in determining
stock ownership of any employee); or

     (b) if the Participant's rights to purchase stock under all employee stock
purchase plans of JVFC would accrue at a rate which exceeds $25,000 for each
<PAGE>
 
calendar year determined by the fair market value of the stock at the time the
option is granted.

3.04.  Commencement of Participation

     An eligible employee may become a Participant by completing an
authorization for a payroll deduction on the form provided by JVB and filing it
with the Treasurer of JVFC. With respect to each Offering, the payroll deduction
authorization must be received by JVFC on or before a date established by the
Committee. For each Offering, payroll deductions for a Participant will commence
on the applicable Offering Commencement Date, and will end on the Offering
Termination Date, unless sooner terminated by the Participant as provided in
Article VIII.


                             ARTICLE IV -OFFERINGS

4.01.  Annual Offerings

     The Plan will be implemented by annual Offerings of JVFC's Common Stock
beginning on the 1st day of July in each year. Each Offering will terminate on
May 15th of the following year.


                         ARTICLE V -PAYROLL DEDUCTIONS

5.01.  Amount of Deduction

     At the time a Participant files the authorization for payroll deduction, he
or she shall elect to have deductions made from his or her pay. The deductions
shall be made on each payday during the time the employee is a Participant in an
Offering. The rate of each deductions shall be at the rate of 2, 3, 4, 5, 6, 7,
8, 9 or 10% of the Participant's base pay in effect at the Offering Commencement
Date.  If the Participant is a part-time hourly employee, that employee's base
pay during an Offering will be determined by multiplying the employee's hourly
rate of pay in effect on the Offering Commencement Date by the number of
regularly scheduled hours of work for the employee during the Offering.
<PAGE>
 
5.02.  Participant's Account

     All payroll deductions made for a Participant shall be credited to the
Participant's account under the Plan. A Participant may make separate cash
payments only as permitted by the Committee and permitted by (S) 5.04.

5.03.  Changes in Payroll Deductions

     A Participant may discontinue participation in the Plan as provided in
Article VIII. No other change can be made during an Offering. Specifically, a
Participant may not alter the amount of his or her payroll deductions for that
Offering.

5.04 Leave of Absence

     If a Participant goes on a leave of absence, that Participant will have the
right to elect:

       (a) to withdraw the balance in his or her account pursuant to (S)7.02;

       (b) to discontinue contributions to the Plan but remain a Participant in
       the Plan; or

       (c) to remain a Participant in the Plan during the leave of absence,
       authorizing deductions to be made from payments by JVB to the Participant
       during the leave of absence and undertaking to make cash payments to the
       Plan at the end of each payroll period to the extent that amounts payable
       by JVB to the Participant are insufficient to meet the Participant's
       authorized Plan deductions.


                        ARTICLE VI -GRANTING OF OPTION

   6.01.  Number of Option Shares

        On the Commencement Date of each Offering, a Participant will be granted
   an option to purchase as many full shares of the Stock as he or she will be
   able to purchase with the aggregate sum of the payroll deduction deposited in
   his or her account during that Offering.
<PAGE>
 
6.02.  Option Price

     The option price of Stock purchased during each annual Offering for a
Participant shall be a percentage between eighty-five (85%) percent and one
hundred (100%) percent of the fair market value of the Stock on the Offering
Commencement Date or the nearest prior business day to the Offering Commencement
Date. The percentage used shall be in the sole and exclusive discretion of the
Board of Directors.


                        ARTICLE VII -EXERCISE OF OPTION

7.01.  Automatic Exercise

     Unless a Participant gives written notice to the Treasurer of JVFC as
provided in Section 7.02, the Participant's option for the purchase of Stock
with payroll deductions made during any offering will be exercised automatically
on the Offering Termination Date, for the purchase of the number of full shares
of Stock which the balance in his or her account at that time will purchase at
the applicable option price (but not in excess of the number of shares for which
options have been granted to the employee pursuant to (S)6.01). Any excess in
the account at that time will be returned to the Participant.

7.02.  Withdrawal of Account

     By written notice to the Treasurer of JVFC, at any time prior to the
Offering Termination Date applicable to any Offering, a Participant may elect to
withdraw all the money in the Participant's account.

7.03. Fractional Shares

     Fractional shares will not be issued under the Plan. Any accumulated
payroll deductions which would have been used to purchase fractional shares will
be returned to any Participant promptly following the termination of an
Offering.

7.04.  Transferability of Option

     During a Participant's lifetime, options held by the Participant shall be
exercisable only by that Participant.
<PAGE>
 
7.05.  Delivery of Stock

     Within forty-five (45) days after the Offering Termination Date of each
Offering, or as soon as practicable thereafter, JVFC will deliver to each
Participant, as appropriate, the Stock purchased upon exercise of his or her
option.


                           ARTICLE VIII -WITHDRAWAL

8.01.  In General

     A Participant may withdraw payroll deductions credited to his or her
account under the Plan at any time (subject to Article 7.02) by giving written
notice to the Treasurer of JVFC. All of the Participant's payroll deductions
credited to his or her account will be paid to the Participant promptly after
receipt of notice of withdrawal. No further payroll deductions will be made from
the Participant's pay during such Offering.

8.02.  Effect on Subsequent Participation

     A Participant's withdrawal from any Offering will not have any effect upon
his or her eligibility to participate in any succeeding Offering or in any
similar plan which may hereafter be adopted by JVFC.

8.03.  Termination of Employment

     Upon termination of the Participant's employment for any reason, including
retirement (but excluding death or continuation of a leave of absence for a
period beyond 90 days), the Participant's participation in the Plan shall
automatically terminate, the Participant shall not be entitled to purchase any
shares at the end of the Offering, and the payroll deductions credited to the
Participant's account will be returned to the Participant.

8.04.  Termination of Employment Due to Death

     Upon termination of the Participant's employment because of death, the
Participant's beneficiary (as defined in (S)12.01) shall have the right to
elect, by written notice given to the Treasurer of JVFC prior to the earlier of
the Offering Termination Date or the expiration of a period of sixty (60) days
commencing with the date of death of the Participant, either:
<PAGE>
 
     (a) to withdraw all of the payroll deductions credited to the Participant's
account under the Plan; or

     (b) to exercise the Participant's option for the purchase of Stock on the
Offering Termination Date following the date of the Participant's death under
the terms described in Article 7.01.

     In the event that no written notice of election is received by the
Treasurer of JVFC, the beneficiary shall automatically be deemed to have
elected, pursuant to paragraph (b), to exercise the Participant's option.

8.05.  Leave of Absence

     A Participant on leave of absence shall, subject to the election made by
the Participant pursuant to (S)5.04, continue to be a Participant in the Plan so
long as the Participant is on continuous leave of absence. A Participant who has
been on leave of absence for more than 90 days will not be entitled to
participate in any offering commencing after the 90th day of such leave of
absence.  Notwithstanding any other provisions of the Plan, unless a Participant
on leave of absence returns to regular full time or part time employment with
the JVB at the earlier of: (a) the termination of such leave of absence or 
(b) three months from the 90th day of the leave of absence, the Participant's
participation in the Plan shall terminate on whichever of such dates first
occurs.


                             ARTICLE IX -INTEREST

9.01 Payment of Interest- A Participant's account will be credited with simple
interest computed at the regular statement savings account rate in effect at JVB
during the applicable offering period. 


                               ARTICLE X -STOCK

10.01 Maximum Shares

     The maximum number of shares which will be issued under the Plan,
subject to adjustment upon changes in capitalization of JVFC as provided in
(S) 12.04 shall be 5000 shares in each annual Offering plus in each Offering all
unissued shares from prior Offerings, whether offered or not, not to exceed
100,000 shares for all Offerings. If the total number of shares for which
options are exercised on any Offering Termination Date in accordance with
<PAGE>
 
Article VI exceeds the maximum number of shares for the applicable Offering,
JVFC shall make a pro rata allocation of the shares remaining available in as
nearly a uniform manner as shall be practicable and as it shall determine to be
equitable. In such event, the balance of payroll deductions credited to the
account of each Participant under the Plan shall be returned to the Participant
as promptly as possible.

10.02.  Participant's Interest in Option Stock

     The Participant will have no interest in Stock covered by his or her option
until the option has been exercised.

10.03.  Registration of Stock

     Stock to be delivered to a Participant under the Plan will be registered in
the name of the Participant, or, if the Participant directs by written notice to
the Treasurer of JVFC prior to the Offering Termination Date, in the names of
the Participant and one such other person as may be designated by the
Participant, as joint tenants with rights of survivorship or as tenants by the
entireties, to the extent permitted by applicable law.


                          ARTICLE XI -ADMINISTRATION

11.01.  Appointment of Committee

     The Board of Directors shall appoint a committee (the "Committee") to
administer the Plan. The Committee which shall consist of no fewer than three
members of the Board of Directors. No member of the Committee shall be eligible
to purchase stock under the Plan.

11.02.  Authority of Committee

     The Committee shall have plenary authority in its discretion to interpret
and construe any and all provisions of the Plan, to adopt rules and regulations
for administering the Plan, and to make all other determinations necessary or
advisable for administering the Plan. The Committee's determination shall be
conclusive.

11.03.  Rules Governing the Administration of the Committee

     The Board of Directors may from time to time appoint members of the
Committee in substitution for or in addition to members previously appointed
<PAGE>
 
and may fill vacancies, however caused, in the Committee. The Committee may
select one of its members as its Chairman and shall hold its meetings at such
times and places as it shall deem advisable. Meetings by telephone are
permissible. A majority of its members shall constitute a quorum. All decisions
of the Committee shall be made by a majority of its members. The Committee may
correct any defect or omission or reconcile any inconsistency in the Plan, in
the manner and to the extent it shall deem desirable. Any decision or
determination reduced to writing and signed by a majority of the members of the
Committee will be as fully effective as if it had been made by a majority vote
at a meeting duly called and held. The Committee may appoint a secretary and
shall make such rules and regulations for the conduct of its business as it
shall deem advisable.


                          ARTICLE XII -MISCELLANEOUS

12.01.  Designation of Beneficiary

     A Participant may file a written designation of a beneficiary who is to
receive any stock and/or cash in the event the Participant dies. A Participant
may change the designated beneficiary at any time by written notice to the
Treasurer of JVFC. In the event of the Participant's death prior to the delivery
of Stock purchased pursuant to an Offering, JVFC will deliver the Stock, or any
cash to which the Participant is entitled, to the joint tenant, if the
Participant has designated a joint tenant as provided in Article 10.03. If there
is no joint tenant, JVFC shall deliver the stock and/or cash to the designated
beneficiary upon receipt by JVFC of proof of the identity and existence at the
Participant's death of a beneficiary validly designated under the Plan. If a
Participant dies and no living beneficiary has been validly designated under the
Plan, JVFC shall deliver the stock and/or cash to the executor or administrator
of the estate of the Participant. If there is no executor or administrator
appointed (to the knowledge of JVFC), JVFC, in its discretion, may deliver the
stock and/or cash to the spouse or to any one or more dependents of the
Participant as JVFC may designate. No beneficiary shall, prior to death of the
Participant by whom he has been designated, acquire any interest in the stock or
cash credited to the Participant under the Plan. JVFC shall not be liable to any
person for the delivery of stock and/or cash pursuant to the provisions of this
Section 12.01.
<PAGE>
 
12.02.  Transferability

     In no event may any rights with regard to the exercise of an option or to
receive stock under the Plan be assigned, transferred, pledged, or otherwise
disposed of in any way by the Participant other than by will or the laws of
descent and distribution. Any such attempted assignment, transfer, pledge or
other disposition shall be without effect, except that JVFC may treat such act
as an election to withdraw funds in accordance with (S)7.02.

12.03.  Use of Funds

     All payroll deductions received or held by JVFC under this Plan may be used
by JVFC in the same manner as funds held in ordinary savings accounts at JVB are
used. JVFC shall not be obligated to segregate payroll deductions.

12.04.  Adjustment Upon Changes in Capitalization

     (a)  If while any options are outstanding, the outstanding shares of
Common Stock of JVFC have increased, decreased, changed into, or been exchanged
for a different number or kind of shares or securities of JVFC through
reorganization, stock split, reverse stock split or similar transaction,
appropriate and proportionate adjustments may be made by the Committee. In
addition, the number and/or kind of shares which may be offered in the Offerings
described in Article IV hereof shall also be proportionately adjusted. No
adjustments shall be made for stock dividends. For the purposes of this
Paragraph, any distribution of shares to shareholders in an amount aggregating
20% or more of the outstanding shares shall be deemed a stock split and any
distributions of shares aggregating less than 20% of the outstanding shares
shall be deemed a stock dividend.

     (b)  Upon the (i) dissolution or liquidation of JVFC; (ii) reorganization,
merger or consolidation of JVFC with one or more corporations as a result of
which JVFC is not the surviving corporation; or (iii) upon a sale of
substantially all of the property or stock of JVFC to another corporation, the
holder of each option then outstanding under the Plan will thereafter be
entitled to receive at the next Offering Termination Date upon the exercise of
such option for each share as to which such option shall be exercised, as nearly
as reasonably may be determined, the cash, securities and/or property which a
holder of one share of the Common stock was entitled to receive upon and at the
time of such transaction. The Board of Directors shall take such steps in
connection with such transactions as the Board shall deem necessary to assure
that the provisions of this (S)12.04 shall thereafter be applicable, as nearly
as reasonably may be determined, in relation to the said cash, securities and/or
<PAGE>
 
property as to which such holder of such option might thereafter be entitled to
receive.

12.05.  Amendment and Termination

     The Board of Directors shall have complete power and authority to terminate
or amend the Plan. The Board of Directors shall not, without the approval of the
stockholders of the Corporation (i) increase the maximum number of shares which
may be issued under any Offering (except pursuant to (S)12.04); (ii) amend the
requirements as to the class of employees eligible to purchase stock under the
Plan or permit the members of the Committee to purchase stock under the Plan. No
termination, modification, or amendment of the Plan may, without the consent of
an employee then having an option under the Plan to purchase stock, adversely
affect the rights of such employee under such option.

12.06.  Effective Date

     The Plan shall become effective as of July 1, 1996, subject to approval by
the holders of the majority of the Stock present and represented at the 1996
annual meeting of the shareholders. If the Plan is not approved, the Plan shall
not become effective.

12.07.  No Employment Rights

     The Plan does not, directly or indirectly, create any right for the benefit
of any employee or class of employees to purchase any shares under the Plan, or
create in any employee or class of employees any right with respect to
continuation of employment by JVB. The Plan shall not be deemed to interfere in
any way with JVB's right to terminate, or otherwise modify, an employee's
employment at any time.

12.08.  Effect of Plan

     The provisions of the Plan will be binding upon all successors of each
employee participating in the Plan, including, without limitation, the
employee's estate and the executors, administrators or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of the employee.
<PAGE>
 
   12.09.  Governing Law

        The law of the Commonwealth of Pennsylvania will govern all matters
   relating to this Plan except to the extent it is superseded by the laws of
   the United States.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 48870}]
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As filed with the Securities and Exchange Commission  March 28, 1996
                                                      Registration No.: 33-15150

                           ------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ------------------------

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           ------------------------

                         JUNIATA VALLEY FINANCIAL CORP.
                   ----------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                  Pennsylvania                        23-2235254
                  ------------                        ----------
       (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)             Identification No.)
     

           Bridge and Main Streets, Mifflintown, Pennsylvania  17059
          -----------------------------------------------------------
             (Address of Principal Executive Offices)        (zip code)

           JUNIATA VALLEY FINANCIAL CORP. EMPLOYEE STOCK OPTION PLAN
           ---------------------------------------------------------
                            (Full Title of the Plan)

                                 A. JEROME COOK
                              President and C.E.O
                         JUNIATA VALLEY FINANCIAL CORP.
                            Bridge and Main Streets
                               Post Office Box 66
                        Mifflintown, Pennsylvania 17059
                       ---------------------------------
                    (Name and Address of Agent for Service)

                                   Copies to:
                                ELYSE E. ROGERS
                            METTE, EVANS & WOODSIDE
                            3401 North Front Street
                                 P.O. Box 5950
                      Harrisburg, Pennsylvania 17110-0950

                                 (717) 436-8211
         -------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                           Proposed    Proposed 
                                            maximum     maximum               
Title of each class                        offering    aggregate     Amount of
of securities to be          Amount to be    price     offering    registration
registered                    registered   per unit      price          fee
--------------------------------------------------------------------------------
Common Stock                      100,000     $35.00   $3,500,000      $1,206.90
Par value
$1.00 per share
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
/1/ Average of bid and ask price as required by Rule 457(c).

                    [REST OF PAGE INTENTIONALLY LEFT BLANK]
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I is included in documents given to
participants in the Juniata Valley Financial Corp. ("JVFC") Employee Stock
Option Plan (the "Plan") pursuant to Rule 428(b)(1) of the Securities Act of
1933 (as amended, the "Securities Act")

                    [REST OF PAGE INTENTIONALLY LEFT BLANK]

                                      -3-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following reports, which were filed by JVFC with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, are incorporated in
this Prospectus by reference:

(a)  JVFC's Annual Report on Form 10-K for the fiscal year ended December 31,
     1995.

(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act since the end of JVFC's fiscal year covered by the
     Annual Report referred to in (a) above.

(c)  All documents subsequently filed by JVFC pursuant to Sections 13(a), 13(c),
     14 or 15(d) of the Securities Exchange Act of 1934 prior to the termination
     of this offering.

JVFC will forward without charge to each person to whom this Prospectus is
delivered, on written or oral request, a copy of the documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference in such document). Requests should be
directed to Ms. Linda Engle Sr. Vice President/CFO, The Juniata Valley Bank P.O.
            --------------------------------------------------------------------
Box 66, Mifflintown, PA 17059.
------------------------------

ITEM 4.  DESCRIPTION OF SECURITIES

The securities offered hereby are shares of JVFC's Common Stock, $1.00 par
value. As of December 31, 1995, there were 2,000,000 shares authorized, of which
1,113,001 shares were issued and outstanding. JVFC's Articles of Incorporation
also authorize 500,000 shares of preferred stock.

The Board of Directors has the authority to the full extent now or hereafter
permitted by law, to fix by resolution the voting rights (which may be full,
limited, multiple, fractional or withheld altogether) designations, preferences,
qualifications, limitations, restrictions, privileges, options, redemption
rights, conversion rights and other special or relative rights of such class of
preferred stock or any series thereof. No preferred stock has been issued as of
the date of

                                      -4-
this Registration Statement nor does the Board of Directors have plans to issue
preferred stock.

Holders of Common Stock are entitled to one vote per share on all matters on
which JVFC's shareholders may vote, including the election of Directors. The
holders of Common Stock do not have cumulative voting rights in the election of
directors. This means that the holders of a simple majority of the shares of
Common Stock voting for the election of Directors can elect all of the
Directors, if they choose to vote together, and in such event the holders of the
remaining shares will not be able to elect any Directors.

JVFC's Articles of Incorporation contain certain provisions which may be
considered anti-takeover in nature. Article 10 of the Articles of Incorporation
provides that the Board of Directors may oppose any offer, proposal, or attempt
by any corporation or other business entity, person or group to (a) make any
tender offer or other offer to acquire any of JVFC's securities; (b) merge or
consolidate JVFC into another entity; (c) purchase or otherwise acquire all or
substantially all of the assets of JVFC; or (d) make any transaction similar in
purpose or effect to any of the above. The Articles of Incorporation also give
JVFC's Board of Directors authority to take any lawful action to oppose a tender
offer or similar transaction if the Board of Directors determines that the offer
should be rejected. The provision permits the Board of Directors to consider any
pertinent issues in determining whether to oppose any such offer. In addition,
the Board of Directors is expressly vested with the power to make, alter, amend
and repeal the bylaws of JVFC, subject to the power of the shareholders to
change such action only upon the affirmative vote of at least 75% of the votes
which all shareholders are entitled to cast.

Article 11 of JVFC provides that for any "Business Combination" (as defined in
Article 11), the affirmative vote of eighty-five (85%) percent of the votes
which all shareholders are entitled to cast on the matter shall be required. In
certain limited circumstances, as defined in Article 11.C. of the Articles of
Incorporation, a Business Combination may only require the affirmative vote of
the holders of sixty-six and two-thirds (66 2/3%) percent of the votes which all
shareholders are entitled to cast on the matter.

In addition to provisions in JVFC's Articles of Incorporation, the Pennsylvania
Business Corporation Law of 1988 provides that any holder of voting shares of a
business corporation that becomes the subject of a "control transaction", and
who objects to the transaction, shall be entitled to the rights and remedies of
a dissenting shareholder. A "control transaction" is defined to mean the
acquisition by a person or group of voting power that would entitle the holder
or holders thereof to cast at least 20% percent of the votes that all
shareholders would be entitled to cast in an election for directors.

                                      -5-
Subject to certain procedural requirements, following the acquisition of 20%
voting power by a person or group, a shareholder is entitled to receive cash
from the controlling person or group in an amount equal to the fair market value
of his shares as of the day prior to the date on which the control transaction
occurs. In making such valuation, all relevant factors are to be taken into
account, including an increment representing a proportion of any value payable
for acquisition of control of the corporation. The effect of the Act is to
require any person or group who acquires 20% of the voting shares of JVFC upon
the demand of any JVFC shareholder or shareholders, to buy out such other
shareholders.

The Board of Directors of JVFC is divided into three classes, each class being
elected for a term of three years. The number of Directors shall not be less
than five (5) nor more than twenty-five (25).

The overall effect of the above described measures, together with banking laws
and regulations applicable to the acquisition of bank holding companies, may be
to render more difficult the accomplishment of mergers, takeovers and other
changes in control of JVFC. To the extent that these measures have this effect,
removal of JVFC's incumbent Board of Directors and management may be rendered
more difficult. These measures may have an adverse impact on the stockholders of
JVFC to participate in a tender or exchange offer for JVFC's common stock and
may have an effect on the market value of the common stock.

JVFC obtains the cash necessary to pay dividends by receiving dividends paid by
JVB and has no other presently available source of funds for the payment of
dividends. Banking regulations limit the amount of dividends that may be paid by
the banking subsidiaries without prior approval of regulatory agencies
supervising the banks.

JVFC's annual meeting of shareholders for the election of directors and the
transaction of other business which may be brought properly before the meeting
is held on the third Tuesday in April. The 1996 annual meeting will be held on
April 16, 1996.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The consolidated financial statements of JVFC incorporated by reference in
JVFC's annual report (Form 10-K) at December 31, 1995 and December 31, 1994, and
for the years then ended have been audited by Beard & Company, Incorporated,
independent accountants, and for the year ended December 31, 1993, by Stockton,
Bates & Company, independent accountants, as set forth in their respective
reports thereon included therein and incorporated herein by reference. Such 
consolidated Financial Statements are incorporated herein by

                                      -6-
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Articles of Incorporation provide that the Registrant may
indemnify its directors and officers to the full extent permissible under the
Pennsylvania Business Corporation Law. Article 20 of the Bylaws of JVFC provide
that directors, officers and employees of JVFC are generally entitled to be
indemnified by JVFC if they are made a party to litigation or other legal
proceedings or are threatened by legal action by reason of the fact that they
are a director, officer or employee of JVFC or were serving in a similar
capacity for another corporation, such as a subsidiary of JVFC, at the request
of JVFC. Indemnification is not available unless the director, officer or
employee acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of JVFC. If the proceedings are criminal in
nature, indemnification is not available unless the director, officer or
employee had no reason to believe his conduct was unlawful. Indemnification is
available for actions brought by or in the right of JVFC or by or on behalf of
parties not related to JVFC, and extends to expenses of litigation, including
attorneys' fees and to any judgment, fine or other amount reasonably incurred
with respect to the action. However, in an action or suit by or in the right of
JVFC, indemnification is not available in respect of any claim or matter as to
which the person is adjudged to be liable for misconduct in the performance of
his duty to JVFC. JVFC's Bylaws also set forth a procedure for payment of legal
expenses in advance of final disposition of a case, subject to repayment by the
director, officer or employee if the director, officer or employee is ultimately
determined not to be entitled to indemnification. JVFC's Bylaws provide that its
directors, officers and employees are presumed to be entitled to indemnification
unless a court, a majority of the directors not involved in the proceedings or
holders of 33 1/3% of JVFC's outstanding common stock determine that
indemnification is not available.

The Pennsylvania Business Corporation Law of 1988, 15 Pa. C.S.A. (S)(S)1501 et.
seq. (the "BCL") became effective on October 1, 1988. Insofar as the BCL is
contrary to the Bylaws and Articles of Incorporation of JVFC, the BCL shall
govern.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling of the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

                                      -7-
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS

(5)       Opinion re Legality - Exhibit 1

(15)      Letter re Unaudited Interim Financial Information - Not applicable

(23)      Consents of experts and counsel - Exhibits 2, 3 
          Consent of Mette, Evans & Woodside
          Consent of Beard & Company, Inc.
          Consent of Stockton, Bates & Company

(24)      Power of Attorney - Exhibit 4

(28)      Information from Reports furnished to State Insurance Regulatory
          Authorities - Not applicable

(99)      Additional Exhibits:

          Juniata Valley Financial Corp. Employee Stock Purchase Plan - 
          Exhibit 5

ITEM 9.   UNDERTAKINGS

JVFC hereby undertakes as follows:

(a) to file, during any period in which offers or sales are being made, a post 
effective amendment to this Registration Statement:

                                      -8-
(i) to include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement.

     (ii) to include in periodic reports filed pursuant to Section 13 or Section
     15(d) of the Securities Exchange Act of 1934 the information required by
     paragraphs (a)(1)(i) and (a)(1)(ii) of Item 512 of Regulation S-K and that
     are incorporated by reference in this Registration Statement.

(b) that, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of a registration statement as permitted by
Rule 430A and contained in the form of prospectus to be filed by the registrant
pursuant to Rule 424(b)(3)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be incorporated by reference into the registration statement at the
time it was declared effective.

For the purposes of determining liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                                      -9-
ITEM 10. SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
Borough of Mifflintown, Commonwealth of Pennsylvania, on March 28, 1996.

                                     Registrant:  Juniata Valley Financial Corp.

                     By:___________________________
                          A. Jerome Cook
                          President and CEO

                     By:_______________________________
                          Linda Engle, Treasurer (Principal Financial Officer)

                    [Rest of Page Intentionally Left Blank]

                                     -10-
EXHIBIT INDEX
                                                  Sequentially
Exhibit         Exhibit Index                     Numbered Page
-------         -------------                     -------------
1               Opinion re legality (5)                ii

2               Consent of Mette,                      ii
                Evans & Woodside (23)

3.1             Consent of Beard
                & Company, Inc.  (23)                  iii

3.2             Consent of Stockton
                Bates & Company (23)                   iv

4               Power of Attorney (24)                 v, vi

5               Juniata Valley Financial Corp.         vii
                Employee Stock Option Plan (99)

                                      -i-
EXHIBIT 1
                                   EXHIBIT 2

Juniata Valley Financial Corp.
Bridge and Main Streets
P.O. Box 66
Mifflintown, PA 17059

Re:  Registration Statement S-8, under the Securities Act of 1933 - Offering of
     100,000 Shares Common Stock, Par Value $1.00 Per Share Pursuant to Employee
     Stock Option Plan

Gentlemen:

This opinion is rendered in connection with the Registration statement filed on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933 relating to 100,000 shares of common stock of Juniata Valley Financial
Corp. ("JVFC"), par value $1.00 per share. The common stock is proposed to be
offered by JVFC to employees pursuant to an Employee Stock Option Plan adopted
by JVFC's Board of Directors.

We have reviewed the corporate proceedings relating to the proposed stock
offering and such other legal matters as we have deemed appropriate for the
purpose of this opinion. Based on the foregoing, and assuming all necessary
shareholder and governmental approvals, we are of the opinion that the shares of
common stock covered by the aforesaid Registration Statement will, when issued
in accordance with the terms set forth in the Prospectus, applicable law and the
Bylaws of JVFC, be validly issued, fully paid and nonassessable by JVFC.

We hereby consent to the filing of this opinion as an Exhibit to the
aforementioned Registration Statement and to the reference to us in the
Registration Statement under the caption LEGAL MATTERS.

                                   Very truly yours,

                                   METTE, EVANS & WOODSIDE

                                   By____________________________
                                       Elyse E. Rogers, Esquire

                                     -ii-
EXHIBIT 3.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the use in this Registration Statement (Form S-8) of
our report, dated January 25, 1996, relating to the consolidated financial
statements of Juniata Valley Financial Corp. and subsidiary, and to the
reference to our Firm under the caption "Interests of Named Experts and Counsel"
in the Prospectus.

Reading, Pennsylvania                                      BEARD & COMPANY, INC.
March 22, 1996

                                     -iii-
EXHIBIT 3.2

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
              --------------------------------------------------

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1994, which pertains to
the 1995 Annual Report to Shareholders of Juniata Valley Financial Corp. and
Subsidiary.

                                   STOCKTON BATES & COMPANY

Lancaster, Pennsylvania 
March 1, 1996

                                     -iv-
EXHIBIT 4

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitute and appoint A. JEROME COOK his true and lawful attorney-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents, and either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated.

Signature                          Title                    Date
---------                          -----                    ----

__________________________ President and Chief Executive
A. Jerome Cook                 Officer and Director

__________________________ Director 
John E. Groninger

__________________________ Director 
Karl E. Guss

                                      -v-
__________________________ Director 
Harry B. Fairman, Jr.

__________________________ Director 
Don E. Haubert

__________________________ Director 
John A. Renninger

__________________________ Director 
Ronald H. Witherite

__________________________ Director 
Dale G. Nace

__________________________ Director 
Darwin C. Pomeroy

__________________________ Director 
Edward R. Rhodes

__________________________ Director 
Harold B. Shearer

                                     -vi-
EXHIBIT 5

                         JUNIATA VALLEY FINANCIAL CORP.
                          EMPLOYEE STOCK PURCHASE PLAN

                              ARTICLE I - PURPOSE

1.01.  Purpose

     The Juniata Valley Financial Corp. Employee Stock Purchase Plan will
provide a method for employees of The Juniata Valley Bank to acquire a
proprietary interest in Juniata Valley Financial Corp. Under the Employee Stock
Purchase Plan, participating employees may purchase shares of the Common Stock
of Juniata Valley Financial Corp. Juniata Valley Financial Corp. intends to have
the Employee Stock Purchase Plan qualify as an "employee stock purchase plan"
under (S)423 of the Internal Revenue Code of 1986, as amended. The Employee
Stock Purchase Plan shall be construed to comply with the requirements of that
section of the Internal Revenue Code.

                            ARTICLE II-DEFINITIONS

2.01.  Base Pay

     "Base Pay" means the regular straight-time earnings of an employee,
excluding payments for overtime, shift premium, bonuses and other special
payments, commissions and other marketing incentive payments.

2.02.  Board of Directors

     "Board of Directors" means the Board of Directors of Juniata Valley
Financial Corp.

2.03.  Code

     "Code" means the Internal Revenue Code of 1986, as amended.

                                     -vii-
2.04.  Committee

     "Committee" means the committee administering the Employee Stock Purchase
Plan, which is more fully described in Article XI.

2.05.  Employee

     "Employee" means any person who is customarily employed on a full-time or
part-time basis by Juniata Valley Bank and is regularly scheduled to work more
than 20 hours per week.

2.06.  JVB

     "JVB" means The Juniata Valley Bank.

2.07.  JVFC

     "JVFC" means Juniata Valley Financial Corp.

2.08.  Offerings

     "Offerings" means the annual offerings of JVFC's common stock. Each 
Offering will begin on July 1 and end on May 15 of the following year.

2.09.  Offering Commencement Date

     "Offering Commencement Date" means July 1 of each year.

2.10.  Offering Termination Date

     "Offering Termination Date" means May 15 of the year following the Offering
Commencement Date.

2.11.  Participant

     "Participant" means any eligible employee of JVB that has completed an
authorization for payroll deduction on the form provided by JVB and filed the
form with the Treasurer of JVFC.
2.12.  Plan

     "Plan" means the JVFC Employee Stock Purchase Plan.

2.13.  Stock

     "Stock" means the common stock of JVFC.

                  ARTICLE III-ELIGIBILITY AND PARTICIPATION 

3.01. Initial Eligibility

     An employee is eligible to participate in the Plan if: (i) he or she has
completed ninety (90) days' employment; and (ii) he or she is employed by JVB on
the date the employee's participation in the Plan becomes effective. Eligible
employees may participate in offerings under the Plan which commence on or after
the employee meets the eligibility requirements set forth in this section.

3.02.  Leave of Absence

     For purposes of the Plan, a person on leave of absence will be considered
an employee for the first 90 days of the leave of absence. The person's
employment shall be considered terminated at the close of business on the 90th
day of the leave of absence. Termination by JVB of any employee's leave of
absence, other than termination of the leave of absence on return to full time
or part time employment, will terminate the employee's participation in the Plan
and the employee's right to exercise any option outstanding under the Plan.

3.03.  Restrictions on Participation

     Any provision of the Plan to the contrary notwithstanding, an employee's
participation in the Plan will be limited or prohibited:

     (a)  if; because of participation the employee would own stock, and/or hold
outstanding options to purchase stock, possessing 5% or more of the total
combined voting power or value of all classes of stock of JVFC (for purposes of
this paragraph, the rules of (S)424(d) of the Code shall apply in determining
stock ownership of any employee); or

     (b) if the Participant's rights to purchase stock under all employee stock
purchase plans of JVFC would accrue at a rate which exceeds $25,000 for each
calendar year determined by the fair market value of the stock at the time the
option is granted.

3.04.  Commencement of Participation

     An eligible employee may become a Participant by completing an
authorization for a payroll deduction on the form provided by JVB and filing it
with the Treasurer of JVFC. With respect to each Offering, the payroll deduction
authorization must be received by JVFC on or before a date established by the
Committee. For each Offering, payroll deductions for a Participant will commence
on the applicable Offering Commencement Date, and will end on the Offering
Termination Date, unless sooner terminated by the Participant as provided in
Article VIII.

                             ARTICLE IV -OFFERINGS

4.01.  Annual Offerings

     The Plan will be implemented by annual Offerings of JVFC's Common Stock
beginning on the 1st day of July in each year. Each Offering will terminate on
May 15th of the following year.

                         ARTICLE V -PAYROLL DEDUCTIONS

5.01.  Amount of Deduction

     At the time a Participant files the authorization for payroll deduction, he
or she shall elect to have deductions made from his or her pay. The deductions
shall be made on each payday during the time the employee is a Participant in an
Offering. The rate of each deductions shall be at the rate of 2, 3, 4, 5, 6, 7,
8, 9 or 10% of the Participant's base pay in effect at the Offering Commencement
Date.  If the Participant is a part-time hourly employee, that employee's base
pay during an Offering will be determined by multiplying the employee's hourly
rate of pay in effect on the Offering Commencement Date by the number of
regularly scheduled hours of work for the employee during the Offering.
5.02.  Participant's Account

     All payroll deductions made for a Participant shall be credited to the
Participant's account under the Plan. A Participant may make separate cash
payments only as permitted by the Committee and permitted by (S) 5.04.

5.03.  Changes in Payroll Deductions

     A Participant may discontinue participation in the Plan as provided in
Article VIII. No other change can be made during an Offering. Specifically, a
Participant may not alter the amount of his or her payroll deductions for that
Offering.

5.04 Leave of Absence

     If a Participant goes on a leave of absence, that Participant will have the
right to elect:

       (a) to withdraw the balance in his or her account pursuant to (S)7.02;

       (b) to discontinue contributions to the Plan but remain a Participant in
       the Plan; or

       (c) to remain a Participant in the Plan during the leave of absence,
       authorizing deductions to be made from payments by JVB to the Participant
       during the leave of absence and undertaking to make cash payments to the
       Plan at the end of each payroll period to the extent that amounts payable
       by JVB to the Participant are insufficient to meet the Participant's
       authorized Plan deductions.

                        ARTICLE VI -GRANTING OF OPTION

   6.01.  Number of Option Shares

        On the Commencement Date of each Offering, a Participant will be granted
   an option to purchase as many full shares of the Stock as he or she will be
   able to purchase with the aggregate sum of the payroll deduction deposited in
   his or her account during that Offering.
6.02.  Option Price

     The option price of Stock purchased during each annual Offering for a
Participant shall be a percentage between eighty-five (85%) percent and one
hundred (100%) percent of the fair market value of the Stock on the Offering
Commencement Date or the nearest prior business day to the Offering Commencement
Date. The percentage used shall be in the sole and exclusive discretion of the
Board of Directors.

                        ARTICLE VII -EXERCISE OF OPTION

7.01.  Automatic Exercise

     Unless a Participant gives written notice to the Treasurer of JVFC as
provided in Section 7.02, the Participant's option for the purchase of Stock
with payroll deductions made during any offering will be exercised automatically
on the Offering Termination Date, for the purchase of the number of full shares
of Stock which the balance in his or her account at that time will purchase at
the applicable option price (but not in excess of the number of shares for which
options have been granted to the employee pursuant to (S)6.01). Any excess in
the account at that time will be returned to the Participant.

7.02.  Withdrawal of Account

     By written notice to the Treasurer of JVFC, at any time prior to the
Offering Termination Date applicable to any Offering, a Participant may elect to
withdraw all the money in the Participant's account.

7.03. Fractional Shares

     Fractional shares will not be issued under the Plan. Any accumulated
payroll deductions which would have been used to purchase fractional shares will
be returned to any Participant promptly following the termination of an
Offering.

7.04.  Transferability of Option

     During a Participant's lifetime, options held by the Participant shall be
exercisable only by that Participant.
7.05.  Delivery of Stock

     Within forty-five (45) days after the Offering Termination Date of each
Offering, or as soon as practicable thereafter, JVFC will deliver to each
Participant, as appropriate, the Stock purchased upon exercise of his or her
option.

                           ARTICLE VIII -WITHDRAWAL

8.01.  In General

     A Participant may withdraw payroll deductions credited to his or her
account under the Plan at any time (subject to Article 7.02) by giving written
notice to the Treasurer of JVFC. All of the Participant's payroll deductions
credited to his or her account will be paid to the Participant promptly after
receipt of notice of withdrawal. No further payroll deductions will be made from
the Participant's pay during such Offering.

8.02.  Effect on Subsequent Participation

     A Participant's withdrawal from any Offering will not have any effect upon
his or her eligibility to participate in any succeeding Offering or in any
similar plan which may hereafter be adopted by JVFC.

8.03.  Termination of Employment

     Upon termination of the Participant's employment for any reason, including
retirement (but excluding death or continuation of a leave of absence for a
period beyond 90 days), the Participant's participation in the Plan shall
automatically terminate, the Participant shall not be entitled to purchase any
shares at the end of the Offering, and the payroll deductions credited to the
Participant's account will be returned to the Participant.

8.04.  Termination of Employment Due to Death

     Upon termination of the Participant's employment because of death, the
Participant's beneficiary (as defined in (S)12.01) shall have the right to
elect, by written notice given to the Treasurer of JVFC prior to the earlier of
the Offering Termination Date or the expiration of a period of sixty (60) days
commencing with the date of death of the Participant, either:
(a) to withdraw all of the payroll deductions credited to the Participant's
account under the Plan; or

     (b) to exercise the Participant's option for the purchase of Stock on the
Offering Termination Date following the date of the Participant's death under
the terms described in Article 7.01.

     In the event that no written notice of election is received by the
Treasurer of JVFC, the beneficiary shall automatically be deemed to have
elected, pursuant to paragraph (b), to exercise the Participant's option.

8.05.  Leave of Absence

     A Participant on leave of absence shall, subject to the election made by
the Participant pursuant to (S)5.04, continue to be a Participant in the Plan so
long as the Participant is on continuous leave of absence. A Participant who has
been on leave of absence for more than 90 days will not be entitled to
participate in any offering commencing after the 90th day of such leave of
absence.  Notwithstanding any other provisions of the Plan, unless a Participant
on leave of absence returns to regular full time or part time employment with
the JVB at the earlier of: (a) the termination of such leave of absence or 
(b) three months from the 90th day of the leave of absence, the Participant's
participation in the Plan shall terminate on whichever of such dates first
occurs.

                             ARTICLE IX -INTEREST

9.01 Payment of Interest- A Participant's account will be credited with simple
interest computed at the regular statement savings account rate in effect at JVB
during the applicable offering period. 

                               ARTICLE X -STOCK

10.01 Maximum Shares

     The maximum number of shares which will be issued under the Plan,
subject to adjustment upon changes in capitalization of JVFC as provided in
(S) 12.04 shall be 5000 shares in each annual Offering plus in each Offering all
unissued shares from prior Offerings, whether offered or not, not to exceed
100,000 shares for all Offerings. If the total number of shares for which
options are exercised on any Offering Termination Date in accordance with
Article VI exceeds the maximum number of shares for the applicable Offering,
JVFC shall make a pro rata allocation of the shares remaining available in as
nearly a uniform manner as shall be practicable and as it shall determine to be
equitable. In such event, the balance of payroll deductions credited to the
account of each Participant under the Plan shall be returned to the Participant
as promptly as possible.

10.02.  Participant's Interest in Option Stock

     The Participant will have no interest in Stock covered by his or her option
until the option has been exercised.

10.03.  Registration of Stock

     Stock to be delivered to a Participant under the Plan will be registered in
the name of the Participant, or, if the Participant directs by written notice to
the Treasurer of JVFC prior to the Offering Termination Date, in the names of
the Participant and one such other person as may be designated by the
Participant, as joint tenants with rights of survivorship or as tenants by the
entireties, to the extent permitted by applicable law.

                          ARTICLE XI -ADMINISTRATION

11.01.  Appointment of Committee

     The Board of Directors shall appoint a committee (the "Committee") to
administer the Plan. The Committee which shall consist of no fewer than three
members of the Board of Directors. No member of the Committee shall be eligible
to purchase stock under the Plan.

11.02.  Authority of Committee

     The Committee shall have plenary authority in its discretion to interpret
and construe any and all provisions of the Plan, to adopt rules and regulations
for administering the Plan, and to make all other determinations necessary or
advisable for administering the Plan. The Committee's determination shall be
conclusive.

11.03.  Rules Governing the Administration of the Committee

     The Board of Directors may from time to time appoint members of the
Committee in substitution for or in addition to members previously appointed
and may fill vacancies, however caused, in the Committee. The Committee may
select one of its members as its Chairman and shall hold its meetings at such
times and places as it shall deem advisable. Meetings by telephone are
permissible. A majority of its members shall constitute a quorum. All decisions
of the Committee shall be made by a majority of its members. The Committee may
correct any defect or omission or reconcile any inconsistency in the Plan, in
the manner and to the extent it shall deem desirable. Any decision or
determination reduced to writing and signed by a majority of the members of the
Committee will be as fully effective as if it had been made by a majority vote
at a meeting duly called and held. The Committee may appoint a secretary and
shall make such rules and regulations for the conduct of its business as it
shall deem advisable.

                          ARTICLE XII -MISCELLANEOUS

12.01.  Designation of Beneficiary

     A Participant may file a written designation of a beneficiary who is to
receive any stock and/or cash in the event the Participant dies. A Participant
may change the designated beneficiary at any time by written notice to the
Treasurer of JVFC. In the event of the Participant's death prior to the delivery
of Stock purchased pursuant to an Offering, JVFC will deliver the Stock, or any
cash to which the Participant is entitled, to the joint tenant, if the
Participant has designated a joint tenant as provided in Article 10.03. If there
is no joint tenant, JVFC shall deliver the stock and/or cash to the designated
beneficiary upon receipt by JVFC of proof of the identity and existence at the
Participant's death of a beneficiary validly designated under the Plan. If a
Participant dies and no living beneficiary has been validly designated under the
Plan, JVFC shall deliver the stock and/or cash to the executor or administrator
of the estate of the Participant. If there is no executor or administrator
appointed (to the knowledge of JVFC), JVFC, in its discretion, may deliver the
stock and/or cash to the spouse or to any one or more dependents of the
Participant as JVFC may designate. No beneficiary shall, prior to death of the
Participant by whom he has been designated, acquire any interest in the stock or
cash credited to the Participant under the Plan. JVFC shall not be liable to any
person for the delivery of stock and/or cash pursuant to the provisions of this
Section 12.01.
12.02.  Transferability

     In no event may any rights with regard to the exercise of an option or to
receive stock under the Plan be assigned, transferred, pledged, or otherwise
disposed of in any way by the Participant other than by will or the laws of
descent and distribution. Any such attempted assignment, transfer, pledge or
other disposition shall be without effect, except that JVFC may treat such act
as an election to withdraw funds in accordance with (S)7.02.

12.03.  Use of Funds

     All payroll deductions received or held by JVFC under this Plan may be used
by JVFC in the same manner as funds held in ordinary savings accounts at JVB are
used. JVFC shall not be obligated to segregate payroll deductions.

12.04.  Adjustment Upon Changes in Capitalization

     (a)  If while any options are outstanding, the outstanding shares of
Common Stock of JVFC have increased, decreased, changed into, or been exchanged
for a different number or kind of shares or securities of JVFC through
reorganization, stock split, reverse stock split or similar transaction,
appropriate and proportionate adjustments may be made by the Committee. In
addition, the number and/or kind of shares which may be offered in the Offerings
described in Article IV hereof shall also be proportionately adjusted. No
adjustments shall be made for stock dividends. For the purposes of this
Paragraph, any distribution of shares to shareholders in an amount aggregating
20% or more of the outstanding shares shall be deemed a stock split and any
distributions of shares aggregating less than 20% of the outstanding shares
shall be deemed a stock dividend.

     (b)  Upon the (i) dissolution or liquidation of JVFC; (ii) reorganization,
merger or consolidation of JVFC with one or more corporations as a result of
which JVFC is not the surviving corporation; or (iii) upon a sale of
substantially all of the property or stock of JVFC to another corporation, the
holder of each option then outstanding under the Plan will thereafter be
entitled to receive at the next Offering Termination Date upon the exercise of
such option for each share as to which such option shall be exercised, as nearly
as reasonably may be determined, the cash, securities and/or property which a
holder of one share of the Common stock was entitled to receive upon and at the
time of such transaction. The Board of Directors shall take such steps in
connection with such transactions as the Board shall deem necessary to assure
that the provisions of this (S)12.04 shall thereafter be applicable, as nearly
as reasonably may be determined, in relation to the said cash, securities and/or
property as to which such holder of such option might thereafter be entitled to
receive.

12.05.  Amendment and Termination

     The Board of Directors shall have complete power and authority to terminate
or amend the Plan. The Board of Directors shall not, without the approval of the
stockholders of the Corporation (i) increase the maximum number of shares which
may be issued under any Offering (except pursuant to (S)12.04); (ii) amend the
requirements as to the class of employees eligible to purchase stock under the
Plan or permit the members of the Committee to purchase stock under the Plan. No
termination, modification, or amendment of the Plan may, without the consent of
an employee then having an option under the Plan to purchase stock, adversely
affect the rights of such employee under such option.

12.06.  Effective Date

     The Plan shall become effective as of July 1, 1996, subject to approval by
the holders of the majority of the Stock present and represented at the 1996
annual meeting of the shareholders. If the Plan is not approved, the Plan shall
not become effective.

12.07.  No Employment Rights

     The Plan does not, directly or indirectly, create any right for the benefit
of any employee or class of employees to purchase any shares under the Plan, or
create in any employee or class of employees any right with respect to
continuation of employment by JVB. The Plan shall not be deemed to interfere in
any way with JVB's right to terminate, or otherwise modify, an employee's
employment at any time.

12.08.  Effect of Plan

     The provisions of the Plan will be binding upon all successors of each
employee participating in the Plan, including, without limitation, the
employee's estate and the executors, administrators or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of the employee.
12.09.  Governing Law

        The law of the Commonwealth of Pennsylvania will govern all matters
   relating to this Plan except to the extent it is superseded by the laws of
   the United States.