================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2001

                                       or

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
             For the transition period from __________ to __________



                         Commission file number 0-20148


                         CITIZENS FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)


                               Kentucky 61-1187135
          (State of Incorporation) (I.R.S. Employer Identification No.)


               12910 Shelbyville Road, Louisville, Kentucky, 40243
                    (Address of principal executive offices)


                                 (502) 244-2420
                         (Registrant's telephone number)



Check whether the registrant  (1) has filed all reports  required to be filed by
Sections 13 or 15(d) of the Exchange Act during the  preceding 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days. Yes ~~X~~
No ~~~~~~



                     APPLICABLE ONLY TO CORPORATE ISSURERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date: Class A Stock - 1,758,215 as of
May 11, 2001.

The date of this Report is May 14, 2001.

================================================================================


<PAGE>

Part I - Financial Information;  Item 1 - Financial Statements
<TABLE>
<CAPTION>

                                            Citizens Financial Corporation and Subsidiaries
                                            Condensed Consolidated Statements of Operations
                                                              (Unaudited)

Three Months Ended March 31                                                            2001                  2000
------------------------------------------------------------------------ -------------------- --------------------
Revenues:
<S>                                                                              <C>                  <C>
   Premiums and other considerations                                             $7,030,087           $5,918,119
   Premiums ceded                                                                  (311,532)            (195,767)
------------------------------------------------------------------------ -------------------- --------------------
      Net premiums earned                                                         6,718,555            5,722,352
   Net investment income                                                          1,684,933            1,424,583
   Net realized investment gains, net of expenses                                   171,896            4,793,958
   Other income                                                                      49,945               44,882
------------------------------------------------------------------------ -------------------- --------------------
Total Revenues                                                                    8,625,329           11,985,775

Policy Benefits and Expenses:
   Policyholder benefits                                                          4,700,975            4,232,535
   Policyholder benefits ceded                                                     (283,840)            (264,101)
------------------------------------------------------------------------ -------------------- --------------------
      Net benefits                                                                4,417,135            3,968,434
   Increase in net benefit reserves                                                 830,063              235,293
   Interest credited on policyholder deposits                                       195,546              201,446
   Commissions                                                                    1,758,343            1,182,923
   General expenses                                                               1,623,807            1,626,020
   Interest expense                                                                 171,651              185,222
   Policy acquisition costs deferred                                             (1,058,813)            (359,937)
   Amortization of deferred policy acquisition costs,
      value of insurance acquired, and goodwill                                     496,152              337,656
------------------------------------------------------------------------ -------------------- --------------------
Total Policy Benefits and Expenses                                                8,433,884            7,377,057
------------------------------------------------------------------------ -------------------- --------------------
Income before Income Tax Expense                                                    191,445            4,608,718
Income Tax Expense                                                                   88,000            1,700,000
------------------------------------------------------------------------ -------------------- --------------------
Income before cumulative effect of a change in accounting principle                 103,445            2,908,718
Cumulative effect from prior years (since January 1, 1999) of
   accounting for embedded options                                                 (311,211)                 ---
------------------------------------------------------------------------ -------------------- --------------------
Net Income (Loss)                                                               $  (207,766)          $2,908,718
------------------------------------------------------------------------ -------------------- --------------------

Per Share Amounts:
Income before cumulative effect of a change in accounting principle                  $  0.06               $ 1.65
Cumulative effect from prior years (since January 1, 1999) of
   accounting for embedded options                                                     (0.18)          ---
------------------------------------------------------------------------ -------------------- --------------------
Net Income (Loss)                                                                    $ (0.12)              $ 1.65
------------------------------------------------------------------------ -------------------- --------------------
<FN>

See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>

Part I; Item 1  (continued)

<TABLE>
<CAPTION>


                                            Citizens Financial Corporation and Subsidiaries
                                       Condensed Consolidated Statements of Financial Condition




                                                                                    March 31,        December 31,
                                                                                         2001                2000
------------------------------------------------------------------------ -------------------- --------------------
ASSETS                                                                             (Unaudited)

Investments:
   <S>                                                                               <C>                   <C>
   Securities available for sale, at fair value:
      Fixed maturities (amortized cost of $68,529,362
      and $72,516,172 in 2001 and 2000 respectively)                           $ 69,384,080          $ 71,403,674
      Equity securities (cost of $11,998,741 and
      $13,677,303 in 2001 and 2000, respectively)                                 8,720,604            12,577,874
   Investment real estate                                                         3,476,329             3,506,386
   Mortgage loans on real estate                                                    156,000               156,000
   Policy loans                                                                   4,228,439             4,270,588
   Short-term investments                                                           610,379               610,379
------------------------------------------------------------------------ -------------------- --------------------
Total Investments                                                                86,575,831            92,524,901

Cash and cash equivalents                                                        26,947,109            20,093,774
Accrued investment income                                                         1,234,587             1,328,491
Reinsurance recoverable                                                           2,656,524             2,686,747
Premiums receivable                                                                 256,840               212,089
Property and equipment                                                            2,918,564             2,959,744
Deferred policy acquisition costs                                                 7,288,421             6,511,948
Value of insurance acquired                                                       4,748,709             4,884,680
Goodwill                                                                            823,292               851,795
Federal income tax receivable                                                       204,759             1,364,502
Deferred federal income tax                                                       1,922,942             1,711,661
Other assets                                                                        544,925               407,674
------------------------------------------------------------------------ -------------------- --------------------
Total Assets                                                                   $136,122,503          $135,538,006
------------------------------------------------------------------------ -------------------- --------------------
<FN>

See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>

Part I; Item 1  (continued)

<TABLE>
<CAPTION>


                                            Citizens Financial Corporation and Subsidiaries
                                       Condensed Consolidated Statements of Financial Condition




                                                                                   March 31,         December 31,
                                                                                        2001                 2000
------------------------------------------------------------------------ -------------------- --------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                               (Unaudited)

Liabilities:
Policy Liabilities:
<S>                                                                           <C>                   <C>
   Future policy benefits                                                     $  84,582,481         $  83,403,780
   Policyholder deposits                                                         16,283,200            16,381,247
   Policy and contract claims                                                     1,693,906             1,816,947
   Unearned premiums                                                                176,602               217,670
   Other                                                                            258,331               203,600
------------------------------------------------------------------------ -------------------- --------------------
Total Policy Liabilities                                                        102,994,520           102,023,244

Notes payable                                                                     7,800,000             8,000,000
Accrued expenses and other liabilities                                            2,198,586             2,240,653
------------------------------------------------------------------------ -------------------- --------------------
Total Liabilities                                                               112,993,106           112,263,897

Commitments and Contingencies

Shareholders' Equity:
   Common stock, 6,000,000 shares authorized;
      1,758,215 shares issued and outstanding
      in 2001 and 2000, respectively                                              1,758,215             1,758,215
   Additional paid-in capital                                                     7,640,988             7,640,988
   Accumulated other comprehensive income                                        (1,510,240)           (1,573,294)
   Retained earnings                                                             15,240,434            15,448,200
------------------------------------------------------------------------ -------------------- --------------------
Total Shareholders' Equity                                                       23,129,397            23,274,109
------------------------------------------------------------------------ -------------------- --------------------
Total Liabilities and Shareholders' Equity                                     $136,122,503          $135,538,006
------------------------------------------------------------------------ -------------------- --------------------
<FN>

See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>

Part I; Item 1  (continued)
<TABLE>
<CAPTION>

                                            Citizens Financial Corporation and Subsidiaries
                                            Condensed Consolidated Statements of Cash Flows
                                                              (Unaudited)




Three Months Ended March 31                                                            2001                  2000
------------------------------------------------------------------------ -------------------- --------------------

Cash Flows from Operations:
<S>                                                                            <C>                 <C>
Net income (loss)                                                              $   (207,766)       $   2,908,718
Adjustments to reconcile net income to cash from operations:
   Increase in benefit reserves                                                   1,136,702              253,735
   Decrease in claim liabilities                                                   (123,041)             (79,390)
   Decrease in reinsurance recoverable                                               30,223               43,195
   Interest credited on policyholder deposits                                       195,546              201,446
   Provision for amortization and depreciation, net of deferrals                   (473,114)              52,357
   Amortization of premium and accretion of discount on
      Securities purchased, net                                                     (14,340)              14,585
   Net realized investment gains                                                   (171,896)          (4,793,958)
   (Increase) decrease in accrued investment income                                  93,904               (8,803)
   Change in other assets and liabilities                                          (135,152)             (97,265)
   Increase (decrease) in deferred federal income tax liability                     173,000             (631,867)
   Decrease in federal income taxes receivable                                    1,159,743            2,316,867
   Cumulative effect of change in accounting principle                              311,211                  ---
------------------------------------------------------------------------ -------------------- --------------------
Net Cash provided by Operations                                                   1,975,020              179,620

Cash Flows from Investment Activities:
Cost of securities acquired                                                      (2,992,896)         (30,906,290)
Investments sold or matured                                                       8,457,895           35,851,906
Investment management fees and margin interest                                     (151,753)            (664,912)
Additions to property and equipment, net                                            (18,311)             (18,442)
Other investing activities, net                                                      76,973               (5,225)
------------------------------------------------------------------------ -------------------- --------------------
Net Cash provided by Investment Activities                                        5,371,908            4,257,037

Cash Flows from Financing Activities:
Policyholder deposits                                                               255,335              160,646
Policyholder withdrawals                                                           (548,928)            (732,396)
Payments on notes payable - bank                                                   (200,000)            (125,000)
Brokerage account advances, net                                                         ---             (100,884)
Repurchase of common stock                                                              ---              (51,513)
------------------------------------------------------------------------ -------------------- --------------------
Net Cash used in Financing Activities                                              (493,593)            (849,147)

------------------------------------------------------------------------ -------------------- --------------------
Net Increase in Cash and Cash Equivalents                                         6,853,335            3,587,510
Cash and Cash Equivalents at Beginning of Period                                 20,093,774           18,696,401
------------------------------------------------------------------------ -------------------- --------------------
Cash and Cash Equivalents at End of Period                                     $ 26,947,109         $ 22,283,911
------------------------------------------------------------------------ -------------------- --------------------
<FN>

See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>

Part I; Item 1  (continued)


                 Citizens Financial Corporation and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with the  instructions  to Form 10-Q in conformity  with
accounting  principles generally accepted in the United States. The accompanying
unaudited condensed  financial  statements reflect all adjustments which are, in
the opinion of management,  necessary to a fair  presentation of the results for
the interim periods.  All such adjustments are of a normal recurring nature. For
further  information,  refer to the  December  31, 2000  consolidated  financial
statements and footnotes included in the Company's annual report on Form 10-K.


Note 2 - COMPREHENSIVE INCOME

The components of comprehensive income, net of related tax, for the three months
ended March 31, 2001 and 2000 are as follows:


                                              Three Months Ended March 31,
------------------------------------------- ----------------- ----------------
COMPREHENSIVE INCOME:                             2001             2000
------------------------------------------- ----------------- ----------------

  Net Income (Loss)                             $ (207,766)       $2,908,718
  Net unrealized gains on securities                63,054         2,246,732
------------------------------------------- ----------------- ----------------
  Comprehensive Income (Loss)                   $ (144,712)       $5,155,450
------------------------------------------- ----------------- ----------------


Note 3 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Effective  January 1, 2001, the Company adopted Financial  Accounting  Standards
Board  Statement  (SFAS) No. 133,  "Accounting  for Derivative  Instruments  and
Hedging  Activities",  as  amended  by SFAS  Nos.  137 and 138.  This  statement
requires that all  derivatives  be recognized as either assets or liabilities in
the balance sheet at their fair value,  and sets forth the manner in which gains
or losses thereon are to be recorded.  The treatment of such gains and losses is
dependent  upon the type of  exposure,  if any,  for  which  the  derivative  is
designed as a hedge.  Currently,  the Company has not designated any derivatives
as hedges.  In  accordance  with SFAS 133,  as of January 1, 2001,  the  Company
recorded a $311,211 transition  adjustment loss. This adjustment  represents the
cumulative  market  value  change  (since  January 1, 1999) of options  embedded
within  convertible  bonds, along with a recalculation of discount accretion for
the related host bonds and corresponding  income tax impacts. The net transition
adjustment  includes a $539,090 gross market value decline,  $67,558 of discount
accretion, and a $160,321 income tax benefit.



Note  4 - NET REALIZED INVESTMENT GAINS, NET OF EXPENSES

The Company  recorded  pretax  reductions to the carrying value of available for
sale securities  totaling $7,145 and $2,820,000 for the three months ended March
31,  2001 and 2000,  respectively,  relating  to  declines  in value  which were
considered by management to be other than temporary.  These amounts are reported
as reductions of net realized  investment  gains.  The Company also nets certain
direct,  incremental  investment  management  fees and margin loan interest cost
against net realized  investment  gains presented in the Condensed  Consolidated
Statements  of  Income.  Such  costs are based  directly  on or,  are  primarily
associated  with,   realized  capital  gains.   Costs  netted  against  realized
investment gains total $26,889 and $714,641 for the three months ended March 31,
2001 and 2000, respectively.

<PAGE>

Part I; Item 1  (continued)


Note 5 - INCOME TAXES

Current taxes are provided based on estimates of the projected  effective annual
tax rate.  Deferred  taxes  reflect  the net  effects of  temporary  differences
between the carrying amount of assets and  liabilities  for financial  reporting
purposes and the amounts used for income tax purposes.


Note 6 - SEGMENT INFORMATION

The Company's  operations  are managed along five  principal  insurance  product
lines: Home Service Life, Broker Life,  Preneed Life,  Dental, and Other Health.
Products in all five lines are sold through independent agency operations.  Home
Service Life consists  primarily of traditional life insurance  coverage sold in
amounts  of  $10,000  and under to middle  and lower  income  individuals.  This
distribution  channel is characterized by a significant  amount of agent contact
with customers  throughout the year. Broker Life product sales consist primarily
of simplified issue and graded-benefit policies in amounts of $10,000 and under.
Other  products in this segment  which are not  aggressively  marketed  include:
group life, universal life, annuities and participating life coverages.  Preneed
Life products are sold to individuals in connection with prearrangement of their
funeral and  include  single  premium  and  multi-pay  policies  with  coverages
generally in amounts of $10,000 and less.  These  policies are generally sold to
older individuals at increased premium rates. Dental products are term coverages
generally  sold to small and  intermediate  size employer  groups.  Other Health
products  include various  accident and health coverages sold to individuals and
employer groups.  Segment information as of March 31, 2001 and 2000, and for the
periods then ended is as follows:


                                               Three Months Ended March 31,
-------------------------------------------- ----------------- ----------------
REVENUE:                                           2001             2000
-------------------------------------------- ----------------- ----------------

Home Service Life                               $ 2,338,761       $ 2,366,416
Broker Life                                       1,489,060         1,494,958
Preneed Life                                      2,137,321         1,051,969
Dental                                            2,099,652         1,885,303
Other Health                                        388,639           393,171
-------------------------------------------- ----------------- ----------------
Segment Totals                                    8,453,433         7,191,817
Realized investment gains, net of expenses          171,896         4,793,958
-------------------------------------------- ----------------- ----------------
Total Revenue                                   $ 8,625,329       $11,985,775
-------------------------------------------- ----------------- ----------------

Below are the net  investment  income  amounts which are included in the revenue
totals above.

                                             Three Months Ended March 31,
------------------------------------------ ----------------- ----------------
INVESTMENT INCOME:                               2001             2000
------------------------------------------ ----------------- ----------------

  Home Service Life                           $   563,048       $   491,728
  Broker Life                                     712,522           595,735
  Preneed Life                                    374,771           307,777
  Dental                                            9,965             8,645
  Other Health                                     24,627            20,698
------------------------------------------ ----------------- ----------------
  Segment Totals                               $1,684,933        $1,424,583
------------------------------------------ ----------------- ----------------




<PAGE>

Part I; Item 1  (continued)


The Company evaluates performance based on several factors, of which the primary
financial measure is segment profit.  Segment profit represents pretax earnings,
except net realized  investment  gains and interest  expense are  excluded.  The
majority  of  the  Company's  realized   investment  gains  are  generated  from
investments in equity  securities.  The equities  portfolio  averaged (on a cost
basis)  approximately  $12,838,000 and $19,721,000 during the three months ended
March 31,  2001 and 2000,  respectively.  If these  funds had been  invested  in
fixed-maturities  yielding 7%, realized  investment gains would have changed and
the  three  month  segment   profit   totals  below  would  have   increased  by
approximately $166,000 and $223,000 in 2001 and 2000, respectively.

                                               Three Months Ended March 31,
-------------------------------------------- ----------------- ----------------
SEGMENT PROFIT (LOSS):                             2001             2000
-------------------------------------------- ----------------- ----------------

  Home Service Life                                $169,668       $    42,240
  Broker Life                                       214,447           134,971
  Preneed Life                                     (311,936)         (326,652)
  Dental                                             95,498           121,511
  Other Health                                       23,523            27,912
-------------------------------------------- ----------------- ----------------
  Segment Totals                                    191,200               (18)
  Realized investment gains, net of expenses        171,896         4,793,958
  Interest expense                                  171,651           185,222
-------------------------------------------- ----------------- ----------------
  Income before Federal Income Tax                 $191,445        $4,608,718
-------------------------------------------- ----------------- ----------------


Depreciation and amortization amounts below consist of amortization of the value
of insurance  acquired,  deferred policy  acquisition costs and goodwill,  along
with depreciation expense.

                                                  Three Months Ended March 31,
---------------------------------------------- ---------------- ----------------
DEPRECIATION AND AMORTIZATION:                       2001              2000
---------------------------------------------- ---------------- ----------------

  Home Service Life                                  $177,635          $149,369
  Broker Life                                         158,680           163,105
  Preneed Life                                        214,790            78,640
  Dental                                               18,000            13,598
  Other Health                                         16,594             7,582
---------------------------------------------- ---------------- ----------------
  Segment Totals                                     $585,699          $412,294
---------------------------------------------- ---------------- ----------------


Segment asset totals are determined based on policy  liabilities  outstanding in
each segment.

                                                 March 31,       December 31,
ASSETS:                                             2001             2000
--------------------------------------------- ----------------- ----------------

Home Service Life                                  $45,479,233       $45,577,255
Broker Life                                         57,037,822        57,721,008
Preneed Life                                        30,929,528        29,421,677
Dental                                                 727,911           799,496
Other Health                                         1,948,009         2,018,570
--------------------------------------------- ----------------- ----------------
Segment Totals                                    $136,122,503      $135,538,006
--------------------------------------------- ----------------- ----------------
<PAGE>

Part I; Item 1  (continued)


Note 7 - LITIGATION

During  June 2000,  the  Company was  informed  of an action  filed  against its
subsidiary,   United   Liberty  Life   Insurance   Company   ("United")  by  two
policyholders.  The Company  acquired  United in May, 1998. The complaint in the
action  refers to a  particular  class of life  insurance  policies  that United
issued over a period of years ending  around 1971.  The  complaint  alleges that
United's  dividend  payments on these  policies from 1993 through 1999 were less
than the  required  amount.  The  complaint  does not  specify the amount of the
alleged  underpayment but implies a maximum of about $1 million.  The plaintiffs
also  allege  that  United  is  liable  to  pay  punitive  damages,  also  in an
unspecified  amount,  for breach of an implied  covenant  of good faith and fair
dealing to the  plaintiffs  in relation to the  dividends.  The  plaintiffs  are
seeking to have the action  certified  as a class  action on behalf of all other
policyholders  whose policies were still in force in 1993.  United has filed its
answer  denying the material  allegations of the complaint and intends to defend
the  action  vigorously.   The  Company  has  engaged  in  pre-trial   discovery
proceedings,  in relation both to the  plaintiffs'  underlying  allegations  and
their  request  for  class  action  certification.  At this  early  stage of the
litigation, the Company is unable to determine whether an unfavorable outcome of
the action is likely to occur or,  alternatively,  whether the chance of such an
outcome  is  remote.  Therefore,  at this  time,  management  has no  basis  for
estimating potential losses, if any.



<PAGE>

Part I;  Item 2 - Management's Discussion and Analysis



FINANCIAL POSITION.  Shareholders' equity totaled approximately  $23,129,000 and
$33,140,000 at March 31, 2001 and 2000, respectively.  These balances reflect an
approximate  1% decrease  and a 18% increase for the  respective  quarters  then
ended. As described  above,  comprehensive  income (loss) totaled  approximately
$(145,000)  and  $5,155,000  for the three months ended March 31, 2001 and 2000,
respectively.   A  significant   portion  of  comprehensive   income  (loss)  is
attributable to changes in the value of the Company's equity portfolios.  Equity
securities  comprised  approximately 6% and 20% of the Company's total assets as
of March 31, 2001 and 2000, respectively.  Accordingly, as also described below,
the Company's  financial position can be significantly  affected by movements in
the equities markets.  Equity portfolio positions decreased $1,679,000 on a cost
basis and  $3,857,000 on a market value basis,  during the first three months of
2001. Fixed maturity portfolio  positions  decreased  $3,987,000 on an amortized
cost basis and  decreased  $2,020,000  on a market  value basis  during the same
period.  However,  as described in Note 3 above,  $497,000 of the change between
cost and market values during 2001 is  attributable  to the SFAS 133  transition
adjustment recorded at January 1, 2001. Cash and cash equivalent  positions also
increased approximately $6,853,000 during the quarter ended March 31, 2001.


OPERATIONS.  Net  premiums  and  other  considerations  increased  approximately
$996,000,  or 17% during the first  three  months of 2001  compared to the first
three  months  of  2000.   Preneed  Life  and  Dental  premium   increases  were
approximately  $1,017,000  and  $213,000,  respectively,  while Home Service and
Broker Life each experienced  modest decreases.  The Preneed Life segment growth
is  attributable  primarily  to  competitive  marketing  agreements  signed with
certain  independent  agency groups during late 2000.  Dental  premium growth is
also  primarily   attributable  to  a  key  additional   independent   marketing
arrangement signed during 2000. The Other Health segment represents less that 6%
of total premium.

Pretax  earnings  (before  the  cumulative  effect  of a  change  in  accounting
principle)  decreased  approximately  96% to $191,000 for the three months ended
March 31, 2001, primarily due to an approximate  $4,622,000 decrease in realized
investment  gains, net of expenses.  Pretax Segment Profit  (excluding  realized
investment  gains and  interest  expense) for the first three months of 2001 was
approximately  $191,000,  compared to an approximate  break-even  result for the
first three months of 2000. This increase resulted  primarily from improved Home
Service Life  persistency and additional  investment  income generated by higher
yields on real estate and  short-term  investments,  along with a  reduction  in
lower yielding equity investment positions.

The Company's  higher  effective  income tax rate is due to the lack of tax loss
carryback potential for a portion of the Company's operations.


CASH FLOW AND LIQUIDITY.  Cash flow from operations  totaled  $1,975,000 for the
three  months  ended March 31, 2001  compared to $180,000 for the same period in
the prior year. This increase is primarily attributable to growth in the Preneed
Life business.  The $5,372,000 of cash provided by investing  activities for the
three months ended March 31, 2001  resulted  primarily  from  retaining  the net
proceeds  from equity  investment  sales as cash.  The  $493,000 of cash used in
financing  activities  during  the  first  three  months  of 2001  is  primarily
attributable to annuity and Universal Life account withdrawals.




<PAGE>

Part I;  Item 2 - Management's Discussion and Analysis  (continued)



FORWARD-LOOKING INFORMATION.

All statements,  trend analyses and other  information  contained in this report
relative  to markets  for the  Company's  products  and trends in the  Company's
operations or financial  results,  as well as other  statements  including words
such as "anticipate",  "believe",  "plan", "estimate",  "expect",  "intend", and
other  similar  expressions,  constitute  forward-looking  statements  under the
Private  Securities   Litigation  Reform  Act  of  1995.  These  forward-looking
statements  are  subject to known and  unknown  risks,  uncertainties  and other
factors  which may cause actual  results to be materially  different  from those
contemplated by the  forward-looking  statements.  Such factors  include,  among
other things:

|X|      the market value of the Company' s investments,  including stock market
         performance and prevailing interest rate levels;
|X|      customer and agent response to new products, distribution  channels and
         marketing initiatives, including  exposure  to  unrecoverable  advanced
         commissions;
|X|      mortality, morbidity, lapse rates, and other factors  which  may affect
         the profitability of the Company's insurance products;
|X|      regulatory  changes or  actions, including those relating to regulation
         of insurance products and insurance companies;
|X|      ratings  assigned  to  the Company  and its subsidiaries by independent
         rating organizations which the Company  believes are  important  to the
         sale of its products;
|X|      general economic conditions and increasing competition which may affect
         the Company's ability to sell its products;
|X|      the  Company's  ability  to  achieve  anticipated  levels of  operating
         efficiencies and meet cash  requirements based upon projected liquidity
         sources;
|X|      unanticipated adverse litigation outcomes; and
|X|      changes in the Federal income tax laws and regulations which may affect
         the relative tax advantages of some of the Company's products.

There can be no  assurance  that other  factors  not  currently  anticipated  by
management will not also materially and adversely  affect the Company's  results
of operations.




<PAGE>

Part II - Other Information




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

         a).   Exhibit 11.    Statement re: computation of per share earnings.


         b).   none
                                                              SIGNATURES


In accordance with the  requirements of the Securities and Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   CITIZENS FINANCIAL CORPORATION
                                             /s/ Darrell R. Wells
                                   BY:
                                       -----------------------------------------
                                             Darrell R. Wells
                                           President and Chief Executive Officer

                                            /s/ Brent L. Nemec
                                  BY:
                                       -----------------------------------------
                                            Brent L. Nemec
                                      Treasurer and Principal Accounting Officer

Date:  May 14, 2001


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                                                             EXHIBIT INDEX



--------------------- ----------------------------------------------------------
    Exhibit No.                             Description
--------------------- ----------------------------------------------------------

         11           Statement re: computation of per share earnings

















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                                                              EXHIBIT 11

                                            Citizens Financial Corporation and Subsidiaries
                                                   Computation of Per Share Earnings
                                                              (Unaudited)





Three Months Ended March 31                                                           2001             2000
--------------------------------------------------------------------------- ----------------- ----------------

Numerator(s):
<S>                                                                             <C>              <C>
   Income before cumulative effect of a change in accounting principle          $  103,445       $2,908,718
   Cumulative effect of change in accounting principle                            (311,211)             ---
--------------------------------------------------------------------------- ----------------- ----------------
   Net Income (Loss)                                                            $ (207,766)      $2,908,718
--------------------------------------------------------------------------- ----------------- ----------------


Denominator:
   Weighted average common shares                                                1,758,215        1,762,715


Earnings Per Share:
   Income before cumulative effect of a change in accounting principle          $  0.06          $ 1.65
   Cumulative effect of change in accounting principle                          $ (0.18)            ---
--------------------------------------------------------------------------- ----------------- ----------------
   Net Income (Loss)                                                            $ (0.12)         $ 1.65
--------------------------------------------------------------------------- ----------------- ----------------


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