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


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


                                    FORM 10-Q


   X         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2004

                                                       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)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes ~~X~~ No ~~~~~

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
determined in Rule 12b-2 of the Securities  Exchange Act of 1934).  Yes ~~~~~ No
~~X~~

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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 - 1,671,628 as of
November 5, 2004.

The date of this Report is November 9, 2004.

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


<PAGE>

Part I - Financial Information;  Item 1 - Financial Statements


<TABLE>
<CAPTION>
                                 Citizens Financial Corporation and Subsidiaries
                                 Condensed Consolidated Statements of Operations
                                                   (Unaudited)




Nine Months Ended September 30                                                         2004                 2003
------------------------------------------------------------------------ -------------------- --------------------
Revenues:
<S>                                                                            <C>                  <C>
   Premiums and other considerations                                           $ 22,262,399         $ 27,088,830
   Premiums ceded                                                                  (934,239)            (826,587)
------------------------------------------------------------------------ -------------------- --------------------
      Net premiums earned                                                        21,328,160           26,262,243

   Net investment income                                                          5,091,174            4,332,680

   Net realized investment gains                                                  1,203,866              760,829

   Other income                                                                     123,548              158,832
------------------------------------------------------------------------ -------------------- --------------------
Total Revenues                                                                   27,746,748           31,514,584

Policy Benefits and Expenses:
   Policyholder benefits                                                         17,440,821           15,965,187
   Policyholder benefits ceded                                                     (810,063)            (766,275)
------------------------------------------------------------------------ -------------------- --------------------
      Net benefits                                                               16,630,758           15,198,912

   Increase in net benefit reserves                                               1,232,877            5,979,186

   Interest credited on policyholder deposits                                       485,207              522,627

   Commissions                                                                    3,677,250            4,999,926

   General expenses                                                               5,863,013            5,217,787

   Interest expense                                                                 265,768              279,677
   Policy acquisition costs deferred                                               (936,598)          (1,623,450)
   Amortization of deferred policy acquisition costs
      and value of insurance acquired                                             1,364,772            1,461,102
------------------------------------------------------------------------ -------------------- --------------------
Total Policy Benefits and Expenses                                               28,583,047           32,035,767
------------------------------------------------------------------------ -------------------- --------------------
Loss before income tax                                                             (836,299)            (521,183)
Income tax (benefit)                                                                     --             (121,000)
------------------------------------------------------------------------ -------------------- --------------------
Net Loss                                                                        $  (836,299)         $  (400,183)
------------------------------------------------------------------------ -------------------- --------------------

Net Loss per Common Share, basic and diluted                                        $ (0.50)             $ (0.24)
------------------------------------------------------------------------ -------------------- --------------------
<FN>

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


<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 September 30                                                        2004                 2003
------------------------------------------------------------------------ -------------------- --------------------
Revenues:
<S>                                                                             <C>                  <C>
   Premiums and other considerations                                            $ 7,361,683          $ 8,765,717
   Premiums ceded                                                                  (301,367)            (293,985)
------------------------------------------------------------------------ -------------------- --------------------
      Net premiums earned                                                         7,060,316            8,471,732

   Net investment income                                                          1,751,197            1,580,841

   Net realized investment gains                                                    914,109              925,557

   Other income                                                                      28,197               46,756
------------------------------------------------------------------------ -------------------- --------------------
Total Revenues                                                                    9,753,819           11,024,886

Policy Benefits and Expenses:

   Policyholder benefits                                                          6,142,749            5,283,059
   Policyholder benefits ceded                                                     (269,057)            (210,423)
------------------------------------------------------------------------ -------------------- --------------------
      Net benefits                                                                5,873,692            5,072,636

   Increase (decrease) in net benefit reserves                                       (4,561)           2,022,373

   Interest credited on policyholder deposits                                       146,775              177,055

   Commissions                                                                    1,136,614            1,611,689

   General expenses                                                               2,098,273            1,792,592

   Interest expense                                                                  87,942               90,068
   Policy acquisition costs deferred                                               (302,143)            (486,134)
   Amortization of deferred policy acquisition costs
      and value of insurance acquired                                               558,640              471,732
------------------------------------------------------------------------ -------------------- --------------------
Total Policy Benefits and Expenses                                                9,595,232           10,752,011
------------------------------------------------------------------------ -------------------- --------------------
Income before income tax                                                            158,587              272,875

Income tax (benefit)                                                                 12,604              (20,000)
------------------------------------------------------------------------ -------------------- --------------------
Net Income                                                                        $ 145,983           $  252,875
------------------------------------------------------------------------ -------------------- --------------------

Net Income per Common Share, basic and diluted                                       $ 0.09               $ 0.15
------------------------------------------------------------------------ -------------------- --------------------

<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




                                                                                September 30,        December 31,
                                                                                         2004                2003
------------------------------------------------------------------------ -------------------- --------------------
ASSETS                                                                             (Unaudited)
<S>                                                                             <C>                   <C>
Investments:
   Securities available for sale, at fair value:
      Fixed maturities (amortized cost of $100,629,443
      and $104,768,393 in 2004 and 2003, respectively)                       $  103,668,849         $ 108,640,262
      Equity securities (cost of $10,550,565 and
      $8,061,783 in 2004 and 2003, respectively)                                 12,326,634            11,336,964

   Investment real estate                                                         3,091,654             3,162,223

   Policy loans                                                                   4,520,744             4,409,301

   Short-term investments                                                           642,747               642,748
------------------------------------------------------------------------ -------------------- --------------------
Total Investments                                                               124,250,628           128,191,498

Cash and cash equivalents                                                        11,182,790             8,588,896

Accrued investment income                                                         1,619,315             1,685,776

Reinsurance recoverable                                                           2,562,003             2,834,222

Premiums receivable                                                                 445,172               256,140

Property and equipment                                                            1,585,747             2,640,579

Deferred policy acquisition costs                                                10,241,786            10,325,660

Value of insurance acquired                                                       2,805,013             3,119,609

Goodwill                                                                            755,782               755,782

Federal income tax receivable                                                             -               421,676

Other assets                                                                        361,118                60,494
------------------------------------------------------------------------ -------------------- --------------------
Total Assets                                                                 $  155,809,354         $ 158,880,332
------------------------------------------------------------------------ -------------------- --------------------

<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




                                                                               September 30,     December 31,
                                                                                        2004                 2003
------------------------------------------------------------------------ -------------------- --------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                               (Unaudited)

Liabilities:
Policy Liabilities:
<S>                                                                           <C>                  <C>
   Future policy benefits                                                     $ 110,578,081        $  109,383,695

   Policyholder deposits                                                         15,346,345            15,530,824

   Policy and contract claims                                                     1,645,649             1,663,249

   Unearned premiums                                                                240,584               249,572

   Other                                                                            226,942               310,464
------------------------------------------------------------------------ -------------------- --------------------
Total Policy Liabilities                                                        128,037,601           127,137,804

Note payable - bank                                                               3,145,835             4,133,335

Note payable - related party                                                      3,000,000             3,000,000

Accrued expenses and other liabilities                                            2,444,868             1,805,934

Deferred federal income tax                                                         746,991             1,969,850
------------------------------------------------------------------------ -------------------- --------------------
Total Liabilities                                                               137,375,295           138,046,923

Commitments and Contingencies

Shareholders' Equity:
   Common stock, 6,000,000 shares authorized;
      1,677,628 and 1,685,228 shares issued and outstanding
      in 2004 and 2003, respectively                                              1,677,628             1,685,228

   Additional paid-in capital                                                     7,120,921             7,170,321

   Accumulated other comprehensive income                                         3,089,428             4,595,473

   Retained earnings                                                              6,546,082             7,382,387
------------------------------------------------------------------------ -------------------- --------------------

Total Shareholders' Equity                                                       18,434,059            20,833,409
------------------------------------------------------------------------ -------------------- --------------------
Total Liabilities and Shareholders' Equity                                   $  155,809,354         $ 158,880,332
------------------------------------------------------------------------ -------------------- --------------------

<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)




Nine Months Ended September 30                                                         2004                  2003
------------------------------------------------------------------------ -------------------- --------------------

Cash Flows from Operations:
<S>                                                                            <C>                  <C>
Net loss                                                                       $   (836,299)        $   (400,183)
Adjustments to reconcile net loss to cash from operations:
   Increase in benefit reserves                                                   1,185,398            5,824,530

   Decrease in claim liabilities                                                    (17,600)            (219,469)

   Decrease in reinsurance recoverable                                              272,219              280,730

   Interest credited on policyholder deposits                                       415,676              522,627

   Provision for amortization and depreciation, net of deferrals                    608,594               59,851
   Amortization of premium and accretion of discount on
      securities purchased, net                                                     (22,802)              63,281

   Net realized investment gains                                                 (1,203,866)            (760,829)

   (Increase) decrease in accrued investment income                                  66,461              (97,524)

   Change in other assets and liabilities                                           290,939               66,404

   Decrease (increase) in deferred federal income tax liability                       1,541             (121,000)

   Increase in federal income taxes receivable                                     (154,749)             (60,000)
------------------------------------------------------------------------ -------------------- --------------------
Net Cash provided by Operations                                                     605,512            5,158,418

Cash Flows from Investment Activities:
Cost of securities acquired                                                     (35,273,943)         (61,311,997)
Investments sold or matured                                                      38,351,808           55,699,136
Investment management fees                                                         (355,241)             (12,552)

Additions to real estate                                                            (74,522)             (26,529)
(Additions) reductions to property and equipment, net                               975,063              (12,195)

Other investing activities, net                                                       9,872             (101,172)
------------------------------------------------------------------------ -------------------- --------------------
Net Cash provided by (used in) Investment Activities                              3,633,037           (5,765,309)

Cash Flows from Financing Activities:
Policyholder deposits                                                               464,466              417,888
Policyholder withdrawals                                                         (1,064,621)          (1,178,146)
Payments on notes payable - bank                                                   (987,500)          (1,316,666)

Repurchase of common stock                                                          (57,000)              (7,759)
------------------------------------------------------------------------ -------------------- --------------------
Net Cash used in Financing Activities                                            (1,644,655)          (2,084,683)

------------------------------------------------------------------------ -------------------- --------------------
Net Increase (Decrease) in Cash and Cash Equivalents                              2,593,894           (2,691,574)
Cash and Cash Equivalents at Beginning of Period                                  8,588,896            6,699,171
------------------------------------------------------------------------ -------------------- --------------------
------------------------------------------------------------------------ -------------------- --------------------
Cash and Cash Equivalents at End of Period                                      $11,182,790          $ 4,007,597
------------------------------------------------------------------------ -------------------- --------------------

<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 that 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, 2003  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 (loss), net of related tax, for the three
and nine month periods ended September 30, 2004 and 2003 are as follows:
<TABLE>
<CAPTION>

                                            ---------------------------------- ----------------------------------
                                            Three Months Ended September 30,    Nine Months Ended September 30,
                                            ----------------- ---------------- ----------------- ----------------
COMPREHENSIVE INCOME:                             2004             2003              2004             2003
------------------------------------------- ----------------- ---------------- ----------------- ----------------
<S>                                             <C>               <C>             <C>                <C>
 Net Income (Loss)                              $   145,983      $  252,875       $  (836,299)       $ (400,183)
  Net   unrealized   gains   (losses)   on
securities                                        1,313,490        (526,373)       (1,506,044)        2,312,710
------------------------------------------- ----------------- ---------------- ----------------- ----------------
  Comprehensive Income (Loss)                   $ 1,459,473      $ (273,498)      $(2,342,343)       $1,912,527
------------------------------------------- ----------------- ---------------- ----------------- ----------------
</TABLE>



Note 3 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The   Company's   derivatives   outstanding   at  September   30,  2004  include
approximately  $237,000 of embedded options on convertible  bonds and $43,000 of
other open option  positions.  Hedge accounting is not used for these securities
and changes in market value are reported currently as realized gains or losses.


Note 4 - NET REALIZED INVESTMENT GAINS, NET OF EXPENSES

The Company  recorded  pretax  reductions to the carrying value of available for
sale  securities  totaling  $754,000  and  $135,000  for the nine  months  ended
September 30, 2004 and 2003,  respectively,  relating to declines in value which
were  considered  by management  to be other than  temporary.  These amounts are
included along with other net realized gains.  Until the Company  terminated its
investment  management  agreements on January 31, 2004,  the Company also netted
certain  direct,  incremental  investment  management  fees against net realized
investment  gains  presented  in  the  Condensed   Consolidated   Statements  of
Operations.  Such costs are based directly on or, are primarily  associated with
capital gains. Costs netted against realized  investment gains total $46,000 and
$236,000 for the nine months ended September 30, 2004 and 2003, respectively.


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.  The  effective tax rate
differs  from the  statutory  tax rate of  34% primarily due to the  small  life
insurance company tax deduction and dividends-received tax deductions.

Part I; Item 1  (continued)


The Company has recorded no tax benefit for the nine months ended  September 30,
2004 due to  the inability to carry back any additional net operating losses for
tax  purposes  and  management's  judgment  that it is not  likely  the full tax
benefit will be realized in the foreseeable future.


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 policies.  Preneed
Life products are sold to individuals in connection with prearrangement of their
funeral  and include  single  premium and  multi-pay  policies  with face values
generally in amounts of $10,000 and less.  These  policies are generally sold to
older individuals at increased premium rates.  Dental products are term policies
generally  sold to small and  intermediate  size employer  groups.  Other Health
products  include  various  accident and health policies sold to individuals and
employer groups.  Segment information as of September 30, 2004 and 2003, and for
the periods then ended is as follows:

<TABLE>
<CAPTION>
                                            ---------------------------------- ----------------------------------
                                            Three Months Ended September 30,    Nine Months Ended September 30,
                                            ------------------ --------------- ---------------- -----------------
REVENUE:                                          2004              2003            2004              2003
------------------------------------------- ------------------ --------------- ---------------- -----------------

<S>                                            <C>               <C>             <C>              <C>
  Home Service Life                            $ 2,258,087       $  2,267,969    $  6,843,235     $  6,815,681
  Broker Life                                    1,438,001          1,485,946       4,432,764        4,317,588
  Preneed Life                                   2,425,517          3,953,455       7,442,557       12,288,540
  Dental                                         2,460,382          2,052,254       6,967,390        6,290,470
  Other Health                                     257,723            339,705         856,937        1,041,476
------------------------------------------- ------------------ --------------- ---------------- -----------------
  Segment Totals                                 8,839,710         10,099,329      26,542,882       30,753,755
  Net realized investment gains (losses)           914,109            925,557       1,203,866          760,829
------------------------------------------- ------------------ --------------- ---------------- -----------------
  Total Revenue                                 $9,753,819       $ 11,024,886    $ 27,746,748     $ 31,514,584
------------------------------------------- ------------------ --------------- ---------------- -----------------
</TABLE>


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

<TABLE>
<CAPTION>
                                            ---------------------------------- ----------------------------------
                                            Three Months Ended September 30,    Nine Months Ended September 30,
                                            ----------------- ---------------- ----------------- ----------------
NET INVESTMENT INCOME:                            2004             2003              2004             2003
------------------------------------------- ----------------- ---------------- ----------------- ----------------

<S>                                           <C>                 <C>             <C>                <C>
  Home Service Life                           $    482,579        $  434,121      $ 1,376,742        $ 1,208,152
  Broker Life                                      606,476           580,429        1,813,459          1,633,080
  Preneed Life                                     630,611           537,241        1,811,312          1,413,597
  Dental                                            10,347             7,047           28,045             18,780
  Other Health                                      21,184            22,003           61,616             59,071
------------------------------------------- ----------------- ---------------- ------------------ ---------------
  Segment Totals                               $ 1,751,197        $1,580,841      $ 5,091,174         $4,332,680
------------------------------------------- ----------------- ---------------- ------------------ ---------------
</TABLE>



<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.  A
significant  portion of the Company's  realized  investment  gains are generated
from investments in equity  securities.  The equities  portfolio  averaged (on a
cost basis)  approximately  $12,011,000  and  $9,941,000  during the nine months
ended September 30, 2004 and 2003, respectively.

<TABLE>
<CAPTION>
                                             ---------------------------------- ---------------------------------
                                             Three Months Ended September 30,   Nine Months Ended September 30,
                                             ----------------- ---------------- ---------------- ----------------
SEGMENT PROFIT (LOSS):                             2004             2003             2004             2003
-------------------------------------------- ----------------- ---------------- ---------------- ----------------

<S>                                             <C>               <C>           <C>                <C>
  Home Service Life                             $    69,150       $  (122,951)  $        7,653     $    (36,241)
  Broker Life                                       (40,954)         (312,089)        (507,584)        (487,753)
  Preneed Life                                     (442,352)          (59,469)        (732,577)        (438,880)
  Dental                                           (103,444)          (10,726)        (275,837)         195,170
  Other Health                                     (149,980)          (57,379)        (266,052)        (234,631)
-------------------------------------------- ----------------- ---------------- ---------------- ----------------
  Segment Totals                                   (667,580)         (562,614)      (1,774,397)      (1,002,335)

  Net realized investment gains                     914,109           925,557        1,203,866          760,829
  Interest expense                                   87,942            90,068          265,768          279,677
-------------------------------------------- ----------------- ---------------- ---------------- ----------------
  Profit (Loss) before Federal Income Tax         $ 158,587        $  272,875      $  (836,299)     $  (521,183)
-------------------------------------------- ----------------- ---------------- ---------------- ----------------
</TABLE>


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

<TABLE>
<CAPTION>
                                                  ------------------------------- -------------------------------
                                                        Three Months Ended              Nine Months Ended
                                                           September 30,                  September 30,
                                                  --------------- --------------- --------------- ---------------
DEPRECIATION AND AMORTIZATION:                         2004            2003            2004            2003
------------------------------------------------- --------------- --------------- --------------- ---------------

<S>                                                    <C>            <C>             <C>             <C>
  Home Service Life                                    $ 262,179      $  196,679      $  496,256      $  548,657
  Broker Life                                            105,418         182,691         303,600         468,398
  Preneed Life                                           226,266         147,511         652,624         597,884
  Dental                                                   9,723          15,759          37,694          44,284
  Other Health                                            11,152           7,918          58,259          24,080
------------------------------------------------- --------------- --------------- --------------- ---------------
  Segment Totals                                       $ 614,738      $  550,558      $1,548,433      $1,683,303
------------------------------------------------- --------------- --------------- --------------- ---------------
</TABLE>

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

                                              ----------------- ----------------
                                               September 30,     December 31,
ASSETS:                                             2004             2003
--------------------------------------------- ----------------- ----------------

Home Service Life                               $ 41,088,897       $41,312,914
Broker Life                                       53,477,111        54,585,019
Preneed Life                                      58,553,630        60,100,723
Dental                                               906,899           930,279
Other Health                                       1,782,817         1,951,397
--------------------------------------------- ----------------- ----------------
Segment Totals                                  $155,809,354      $158,880,332
--------------------------------------------- ----------------- ----------------



<PAGE>


Part I; Item 1  (continued)


Note 7 - LITIGATION

United Liberty Life Insurance  Company,  which the Company  acquired in 1998, is
defending an action in an Ohio state court brought by two policyholders in 2000.
The Complaint referred to a class of life insurance policies,  including related
certificates of participation, that United Liberty issued over a period of years
ending  around  1971  (known as "Five Star  Policies").  It alleged  that United
Liberty's  dividend  payments on these policies from 1993 through 1999 were less
than the  amounts  required by the  certificates  of  participation.  It did not
specify  the amount of the alleged  underpayment  but implied a maximum of about
$850,000.  The  plaintiffs  also  alleged  that United  Liberty 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 action  has been  certified  as a class  action on behalf of all
policyholders  who were Ohio residents and whose policies were still in force in
1993.  United Liberty  denied the material  allegations of the Complaint and has
defended the action vigorously.

As a result of a  provisional  settlement  agreement  dated October 8, 2004 that
would apply to all holders of the Five Star policies  wherever they reside,  the
Company  has  recognized  as of  September  30,  2004 an  obligation  for future
payments to the policyholders and their attorneys totaling  $825,000.  The terms
of the  settlement  agreement  are subject to the approval of the court in which
the  action  is  pending.  The  court has  scheduled  a hearing  on the issue of
approval for January 24,  2005,  following  notice to members of the class,  who
will be afforded the  opportunity  to argue in support of or  opposition  to the
settlement  agreement.  Accordingly,  this  description  is  subject  to  change
depending upon the outcome of the January hearing.

The  $825,000  obligation  for future  payments  consist  of [i] up to  $500,000
payable to all persons who owned Five Star  Policies that were still in force in
1993,  [ii]  $315,000 in  attorneys'  fees  payable to counsel for the class and
[iii] a $10,000 incentive award payable to the lead plaintiffs for the class.

The $500,000  portion is payable in respect of dividend  obligations on the Five
Star  Policies  from  1993  through  2000  and is to be  paid  in  three  annual
installments beginning within 60 days after the time within which any appeal may
be taken  from the  trial  court's  approval  of the  settlement  agreement  has
expired.  The Company  currently  projects  the first  payment date to be around
April 30, 2005 (the "Initial  Payment Date").  The attorneys' fees and incentive
award are also payable by the Initial Payment Date.

The Company has reflected in the Condensed Consolidated Statements of Operations
for the three and nine months ended  September 30, 2004 the $500,000  portion of
the amount  payable for  dividends in "Policy  Benefits and  Expenses",  and the
$325,000 for  attorneys'  fees and incentive  award in "General  expenses".  The
total  amount  payable of $825,000 is reflected  in the  Condensed  Consolidated
Statement of Financial  Position as of September  30, 2004 in "Accrued  expenses
and other liabilities".  The Settlement Agreement also provides that the Company
will have no further  obligation  to pay  dividends on the Five Star Policies of
the kind that gave rise to the litigation.  This change permitted the Company to
reduce the reserves it will be required to maintain  for the Five Star  Policies
to the  extent  they  remain  in force by the  $500,000  settlement  amount  for
dividends. This reduction in reserves is reflected in the Condensed Consolidated
Statements of Operations for the three and nine months ended  September 30, 2004
in  "Policyholder  benefits",  and in the  Condensed  Consolidated  Statement of
Financial Position as of September 30, 2004 in "Future policy benefits".

In 2001,  Citizens  Security was named a co-defendant in an action in an Alabama
state court  brought by an alleged  policyholder  in which a former  independent
agent was also named a defendant.  The action was described in or referred to in
Part I, Item 1, of the  Company's  Form 10-Qs for the  quarterly  periods  ended
March 31 and June 30,  2004.  This  action was  dismissed  by  agreement  of the
parties on August 12, 2004 and the Company paid an amount in complete settlement
of all  claims.  This  amount is  included  in  "Policyholder  benefits"  in the
Condensed  Consolidated  Statements  of  Operations  for the nine  months  ended
September 30, 2004.

In  addition,  the Company is party to other  lawsuits  in the normal  course of
business.  Management  believes that recorded claims liabilities are adequate to
ensure that these other suits will be resolved without material financial impact
to the Company.






Part I; Item 1  (continued)


Note 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Effective  January 1, 2004,  the Company  adopted  Statement  of Position  03-1,
"Accounting and Reporting by Insurance  Enterprises  for certain  Nontraditional
Long-Duration Contracts and for Separate Accounts (SOP 03-1)." The provisions of
SOP 03-1 did not have a material impact on the Company's financial statements.


<PAGE>


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

EXECUTIVE SUMMARY

The Company's  management  continuously  monitors the performance and outlook of
the Company by  analyzing  several  indicators  that they judge to be  critical.
Some,  but not  necessarily  all, of the  indicators of  particular  interest to
management are:

         o The general economic environment
         o Trend of premium volume
         o Lapse rates
         o Mortality and morbidity rates
         o Trend of general expense levels
         o  Asset and Shareholders' Equity growth
         o  General interest rate movements
         o  Investment yields
         o  Diversity  (e.g. by  industry)  and mix (e.g. between  fixed  income
            securities and equity securities) of our portfolios
         o  Segment performance and trends

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's  discussion and analysis of its financial condition and results of
operations are based on its consolidated  financial statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States. Preparation of these financial statements requires the Company to
make  estimates  and  judgments  that  affect  the  reported  amounts of assets,
liabilities,  revenues and expenses, and related disclosure of contingent assets
and  liabilities.  On an on-going  basis,  the Company  evaluates its estimates,
including those related to investments,  agent  receivables,  intangible assets,
policy liabilities,  income taxes,  regulatory  requirements,  contingencies and
litigation.  The Company  bases its estimates on  historical  experience  and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions  or  conditions.  The  Company  believes  the  following  accounting
policies,  judgments and  estimates,  which have been  discussed  with the Audit
Committee  of the  Board of  Directors,  critically  impact  preparation  of its
consolidated financial statements.

Investment  in Debt and Equity  Securities.  The  Company  holds debt and equity
interests in a variety of companies, many of which are seeking to exploit recent
technology advancements. The majority of these are publicly traded and many have
experienced  volatile  market  prices.  We  periodically  evaluate  whether  the
declines  in fair  value  of our  investments  are  other-than-temporary.  These
evaluations involve significant judgment. Our evaluation consists of a review of
qualitative  and  quantitative  factors,  including  analysis  of the  Company's
competitive position in its markets, deterioration in the financial condition of
the issuer,  downgrades of the security by a rating  agency,  and other publicly
available  issuer-specific  news or general market conditions.  Declines in fair
values of  securities  deemed to be  temporary  and  which the  Company  has the
ability and intent to hold until recovery are included as an unrealized  loss in
shareholders'  equity.  Declines  in fair  values  of  securities  deemed  to be
other-than-temporary  are included in net income as realized  investment losses.
Future  adverse  changes  in market  conditions  or poor  operating  results  of
underlying  investments  could  result in losses or an  inability to recover the
current  carrying  value  of the  investments,  thereby  possibly  requiring  an
impairment charge in the future.

Deferred  Acquisition  Costs  ("DAC").  The Company is required to defer certain
policy  acquisition  costs and amortize  them over future  periods.  These costs
include  commissions and certain other expenses that vary with and are primarily
associated  with  acquiring new business.  The deferred costs are recorded as an
asset commonly referred to as deferred policy  acquisition  costs. The DAC asset
balance  is  subsequently  charged  to income  over the lives of the  underlying
contracts in relation to the anticipated emergence of revenue or profits. Actual
revenue or profits can vary from  Company  estimates  resulting  in increases or
decreases in the rate of amortization.  The Company regularly  evaluates its DAC
balances to determine  if actual  experience  or other  evidence  suggests  that
earlier estimates should be revised.  Assumptions considered significant include
surrender and lapse rates,  mortality,  expense levels,  investment performance,
and estimated interest spread. Should actual experience dictate that the Company
change its  assumptions  regarding the  emergence of future  revenues or profits
(commonly  referred to as  "unlocking"),  the Company  would  record a charge or
credit to bring its DAC balance to the level it would have been if using the new
assumptions from the inception date of each policy.

DAC is also subject to periodic  recoverability  and loss  recognition  testing.
These tests ensure that the present value of future  contract-related cash flows
will support the  capitalized  DAC balance to be  amortized  in the future.  The
present value of these cash flows,  less the benefit  reserve,  is compared with
the unamortized DAC balance and if the DAC balance is greater, the deficiency is
charged to expense  as a  component  of  amortization  and the asset  balance is
reduced to the recoverable amount. For more information about accounting for DAC
see  Note 1,  Summary  of  Significant  Accounting  Policies,  in the  Notes  to
Consolidated  Financial  Statements  included in the  Company's  Form 10-Q/A for
December 31, 2003.

Goodwill  and  Intangible  Impairment.  The balance of our goodwill and value of
insurance acquired (VIF) was $3.6 million at September 30, 2004. The recovery of
these  assets is  dependent  on the fair  value of the  business  to which  they
relate.  Effective  in 2002,  pursuant  to SFAS No.  142,  "Goodwill  and  Other
Intangible  Assets",  ("SFAS No. 142"),  goodwill is no longer  amortized but is
subject to annual  impairment  tests  based on the  estimated  fair value of the
respective assets.  There are numerous  assumptions and estimates underlying the
determination of the estimated fair value of these assets.  Different  valuation
methods and assumptions can produce  significantly  different results that could
affect the amount of any potential  impairment  charge that might be required to
be  recognized.  During  both  2004 and  2003,  the  Company  concluded  that no
impairment adjustment was necessary for its goodwill or VIF.

Policy Liabilities and Policy Intangible Assets. Establishing policy liabilities
for  the  Company's  long-duration  insurance  contracts  requires  making  many
assumptions,  including policyholder  persistency,  mortality rates,  investment
yields,  discretionary  benefit increases,  new business pricing,  and operating
expense levels.  The Company evaluates  historical  experience for these factors
when assessing the need for changing current assumptions. However, since many of
these factors are interdependent and subject to short-term volatility during the
long-duration contract period,  substantial estimates and judgment are required.
Accordingly,  if actual experience  emerges  differently from that assumed,  any
such difference would be recognized in the current year's Consolidated Statement
of Operations.

Deferred Taxes. The Company records a valuation allowance to reduce its deferred
tax  assets  to the  amount  that it  believes  is more  likely  than  not to be
realized. In assessing the need for the valuation allowance, the Company has not
assumed future taxable  income.  In the event the Company were to determine that
it would be able to realize its  deferred  tax assets in the future in excess of
its net recorded  amount,  an adjustment  to deferred tax assets would  increase
income in the period such determination was made.  Likewise,  should the Company
determine  that it would not be able to realize all or part of its net  deferred
tax assets in the future,  an adjustment to deferred tax assets would be charged
to income in the period such determination was made.

Litigation.  As  further  described  in  Note 7 of  the  Notes  to  Consolidated
Financial Statements,  United Liberty has been a party to an outstanding lawsuit
concerning  payment  of  policyholder  dividends.  The  parties  have  reached a
provisional  settlement agreement dated October 8, 2004. As described in Note 7,
the Company has recorded the  financial  impact of the agreement as of September
30, 2004.










OPERATIONS.  Net  premiums  and  other  considerations  decreased  approximately
$1,411,000,  or 16.7% during the three months ended  September 30, 2004 compared
to the  three  months  ended  September  30,  2003 and  decreased  approximately
$4,934,000  for the first nine months of 2004  compared to the first nine months
of 2003. Below is a summary of net premiums earned by segment, for the three and
nine month periods ended September 30, 2004, along with the change from the same
periods of 2003.

<TABLE>
<CAPTION>
                                   --------------------------------- -------------------------------
                                          Three Months Ended               Nine Months Ended
                                            September 30,                    September 30,
                                   ----------------- --------------- --------------- ---------------
NET PREMIUMS EARNED                     Total            Change          Total           Change
---------------------------------- ----------------- --------------- --------------- ---------------

<S>                                   <C>            <C>                <C>             <C>
  Home Service Life                   $ 1,765,959    $      (55,121)    $ 5,433,083     $  (130,154)

  Broker Life                             798,906           (89,616)      2,577,497         (47,144)

  Preneed Life                          1,809,504        (1,590,581)      5,585,090      (5,238,031)

  Dental                                2,449,825           404,828       6,938,664         667,662

  Other Health                            236,122           (80,926)        793,826        (186,415)
---------------------------------- ----------------- --------------- --------------- ---------------

  Segment Totals                      $ 7,060,316      $ (1,411,416)    $21,328,160     $(4,934,082)
---------------------------------- ----------------- --------------- --------------- ---------------
</TABLE>

Preneed Life premiums declined during the three quarters of 2004 compared to the
same  period  in 2003 as the  result of the  Company  lowering  crediting  rates
related to face amount growth,  lowering commission rates and changing the focus
of our  marketing  efforts  in the  second  half of 2003  and  further  reducing
crediting  rates as of  September  1, 2004.  The  Company  is in the  process of
redirecting the focus of our marketing  efforts to the Home Service,  Broker and
Dental segments in an effort to improve profitability in those segments.  During
2004,   Dental   premiums  were   favorably   impacted  by   additional   broker
relationships,   increasing   participation   of   certain   groups  and  normal
inflationary premium increases.  The Other Health segment products are not being
actively marketed. All other segments experienced only modest changes in premium
from the first three quarters of 2003.

The  increase in net benefit  reserves  decreased  $4,700,000  or 79% during the
first three  quarters of 2004 compared to the same period in 2003  primarily due
to the decrease in Preneed  policies issued and in force during the period.  The
decrease in net benefit  reserves in the third  quarter was  $2,027,000  or 100%
compared to the third quarter of 2003.

Pretax loss  increased  approximately  $315,000 to $836,000  for the nine months
ended  September  30, 2004,  primarily due to  unfavorable  mortality and Dental
morbidity  rates,  settlement  of two separate  lawsuits and  increased  general
expenses,  partially  offset by an  increase  in  realized  investment  gains of
$443,000 and an increase in net  investment  income of $758,000.  Net investment
income increased 17.5% for the first three quarters of 2004 compared to the same
period of 2003,  in spite of a decline in invested  assets,  due to an increased
yield on the Company's fixed  maturities  portfolio  resulting from investing in
longer term fixed maturity  securities.  Net realized investment gains increased
to  $1,204,000  for the first nine months of 2004 from net  investment  gains of
$761,000 for the same period in 2003.  Net benefits  increased  $1,432,000 or 9%
during the first nine months of 2004 from the same period in 2003 due  primarily
to adverse  mortality  rates in the Broker and the Preneed  segments  along with
adverse  morbidity in the Dental and Other Health segments,  partially offset by
an increase in Net realized investment gains of $443,000.  Commissions decreased
$1,323,000  or 26% for the nine months ended  September 30, 2004 compared to the
same period in 2003 due to a lowering in commission  rates in the second half of
2003 on the Preneed premium and the decrease in that premium.  General  expenses
increased  $645,000,  or 12.4%  for the  first  nine  months  of 2004 due to the
Company  continuing to incur costs associated with outside  consultants who were
employed to review  profitability  of the  Company's  life  products and perform
other actuarial  calculations  and analysis,  the cost of a severance  agreement
settlement,  legal costs associated with two separate  litigation cases, and the
costs of a market  conduct  examination  conducted by the Office of Insurance of
the Company's  domiciliary  state.  Policy  acquisition costs deferred decreased
$687,000 or 42% for the nine months  ended  September  30, 2004  compared to the
same period in 2003  principally  due to the  substantial  decline in first year
Preneed premiums during the same period. Pretax Segment loss (excluding realized
investment  gains  (losses) and  interest  expense) for the first nine months of
2004 was  approximately  $1,774,000  compared to  $1,002,000  for the first nine
months of 2003. This is primarily  attributable  to the factors  described above
relative to revenue changes,  mortality and morbidity rates,  increased  general
expenses and the settlement of two separate lawsuits  discussed in Note 7 to the
Condensed  Consolidated   Financial  Statements.   Below  are  the  approximate,
annualized  pretax investment income and total return yields for the nine months
ended September 30, 2004 and 2003.

                                             ----------------- -----------------
Nine Months Ended September 30                         2004              2003
-------------------------------------------- ----------------- -----------------

  Investment Income                              $ 5,091,174       $ 4,332,680
  Realized and Unrealized Gains (Losses)          (1,127,711)        4,357,479
-------------------------------------------- ----------------- -----------------
  Total Return                                   $ 3,963,463       $ 8,690,159
-------------------------------------------- ----------------- -----------------

  Average Cash and Investments                  $135,697,066      $130,248,047

  Investment Income Yield - Annualized                  4.99%             4.44%
  Total Return - Annualized                             3.88%             8.90%

The Company has  recorded no income tax benefit due to not having any ability to
carry back any additional net operating losses for tax purposes and management's
judgment  that it is not likely the full tax  benefit  will be  realized  in the
foreseeable future.

FINANCIAL POSITION.  Shareholders' equity totaled approximately  $18,434,000 and
$20,833,000  at September  30, 2004 and December 31, 2003,  respectively.  These
balances  reflect  an  approximate  11.5%  decrease  for the nine  months  ended
September 30, 2004. As described above, the comprehensive  income (loss) totaled
approximately  $(2,472,000)  and $1,913,000 for the nine months ended  September
30, 2004 and 2003,  respectively.  A  significant  portion of the  comprehensive
income (loss) is  attributable  to changes in the value of the  Company's  fixed
maturity and equity portfolios.  Equity securities comprised  approximately 7.9%
and 7.1% of the Company's total assets as of September 30, 2004 and December 31,
2003,  respectively.   Accordingly,  as  also  described  below,  the  Company's
financial  position can be  significantly  affected by movements in the equities
markets.  Equity portfolio  positions  increased  $2,489,000 on a cost basis and
$990,000 on a market  value basis,  during the first nine months of 2004.  Fixed
maturity portfolio positions decreased $4,139,000 on an amortized cost basis and
$4,971,000  on a market  value basis  during the same  period.  This  difference
resulted  primarily from disposals and  maturities  during the period.  Cash and
cash equivalent positions increased approximately  $7,441,000 during the quarter
ended  September 30, 2004  primarily  due to recent  reductions in the Company's
fixed  income and equities  portfolios  to take  advantage  of favorable  market
conditions.

Equity markets  continue to be highly volatile and were slightly  unfavorable in
the third quarter of 2004. Interest yields on fixed maturity investments held in
our portfolio are continuing to slowly  increase.  Low short-term rates continue
to adversely  impact the  Company's  investment  portfolio  yield and  operating
earnings. The 2004 environment described continues to generate a relatively high
level of qualitative investment risk. However, measures of quantitative risk per
unit of  investment  are not believed to have changed  significantly  from those
previously disclosed in the Company's 2003 Form 10-K/A.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not participate in any off-balance sheet arrangements.







CASH FLOW AND LIQUIDITY. Cash flow from operations totaled $606,000 for the nine
months ended  September 30, 2004  compared to $5,158,000  for the same period in
the prior year. The decrease in the positive cash flow is primarily attributable
to the decline in Preneed  Life  business  which was  growing  during the second
quarter of 2003 and adverse  mortality and morbidity  rates.  The  $3,633,000 of
cash provided from investing  activities for the nine months ended September 30,
2004 resulted  primarily from sales and  maturities of  investments  late in the
third  quarter and by  proceeds  from the sale of the  Company's  interest in an
aircraft.  The $1,645,000 of cash used in financing  activities during the first
nine months of 2004 is primarily  attributable to bank loan principal repayments
along with  annuity and  Universal  Life account  withdrawals.  The Company also
purchased 7,600 shares of its common stock at a price of $7.50 per share as part
of a buy back  plan.  Due to  continued  earnings  pressure  from low  yields on
investments and cash equivalents and the declining Preneed premiums, the Company
is completing a strategic  review of its products and operations.  A key element
of this initiative is improving  profitability of the Preneed, Home Service, and
Broker Life  segments  by  increasing  premiums  in the Home  Service and Broker
segments, strengthening underwriting practices, modifying commissions, and where
possible,  lowering  interest  crediting or policy growth  rates.  Regarding the
currently  scheduled debt  repayments,  the Company believes its available funds
will be adequate to service  2004 debt  obligations  and,  with other  available
assets,  management  believes it will be adequate  to service  debt  obligations
through 2005. The Company sold its interest in an aircraft to SMC Advisors Inc.,
an entity owned by the Company's Chairman, in April 2004, generating $971,000 in
additional  cash. In addition,  the Company's  Chairman has expressed  potential
willingness  to loan the Company an additional  $2,000,000  if necessary,  which
could  service debt  obligations  through the majority of 2007.  For the quarter
ended  September  30,  2004,  the  Company  did not meet  one of its  bank  debt
covenants (debt to earnings ratio), however the lender has waived this violation
for the quarter and for several previous quarters.  In return for the waiver the
Company's Chairman has personally guaranteed the outstanding bank debt.


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's insurance  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  that 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.





Part I; Item 3 - Quantitative and Qualitative Disclosures about Market Risk


Quantitative  and Qualitative  Risk. The primary changes in quantitative  market
risks during the nine months ended  September  30, 2004 are discussed in Part I,
Item 2 above.






Part I;  Item 4 - Controls and Procedures


EVALUATION OF DISCLOSURE  CONTROLS AND PROCEDURES.  Within the past 90 days, the
Company conducted an evaluation of its disclosure controls and procedures,  with
the supervision and  participation of its Chief Executive  Officer and Principal
Financial Officer.  The Company does not expect that its disclosure controls and
procedures will prevent all error and fraud.  Such a control  system,  no matter
how well  conceived and  operated,  can provide only  reasonable,  not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must balance the constraint of prudent resource  expenditure
with a judgmental evaluation of risks and benefits.  Based on this evaluation of
disclosure  controls and procedures,  the Company's Chief Executive  Officer and
Principal  Financial  Officer have  concluded  that such controls and procedures
provide reasonable  assurance that material  information required to be included
in the  Company's  periodic  SEC reports is made known on a timely  basis to the
Company's principal executive and financial officers.

CHANGES IN  INTERNAL  CONTROLS.  There have been no  significant  changes in the
Company's internal controls or changes in other factors that could significantly
affect  these  controls  subsequent  to their  evaluation,  nor has the  Company
implemented  any  corrective  actions  regarding  significant   deficiencies  or
material weaknesses in internal controls.


<PAGE>


Part II - Other Information

Item 1.  Legal Proceedings.

In 2001, Citizens Security Life Insurance Company was named a co-defendant in an
action in an Alabama state court brought by an alleged  policyholder  in which a
former independent agent was also named a defendant. The action was described in
Part II, Item 1, of the Company's Form 10-Q for the quarterly period ended March
31, 2004 and described or referred to in Part I, Item 1, of the  Company's  Form
10-Qs for the periods  ended March 31 and June 30, 2004 and herein.  This action
was  dismissed  by  agreement  of the parties on August 12, 2004 and the Company
paid an amount in complete  settlement of all claims. This amount is included in
"Polcyholder benefits" in the Condensed Consolidated Statement of Operations for
the nine months ended September 30, 2004.



Item 6.  Exhibits.



  Exhibit 11                  Statement re: computation of per share earnings
  Exhibit 31.1                Rule 13a-14(a)/15d-14(a) Certification --Principal
                              Executive Officer
  Exhibit 31.2                Rule 13a-14(a)/15d-14(a) Certification --Principal
                              Financial Officer
  Exhibit 32.1                Section  1350 Certification --Principal  Executive
                              Officer
  Exhibit 32.2                Section  1350 Certification --Principal  Financial
                              Officer






                                   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
                              BY:      /s/ Darrell R. Wells
                                       -----------------------------------------
                                       Darrell R. Wells
                                       President and Chief Executive Officer
                              BY:      /s/ Len E. Schweitzer
                                       -----------------------------------------
                                       Len E. Schweitzer
                                       Treasurer and Principal Financial Officer

Date: November 9, 2004