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                                  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 September 30, 2000

                                       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 - 1,761,415 as of
November 6, 2000.

The date of this Report is November 9, 2000.

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<PAGE>


Part I - Financial Information;  Item 1 - Financial Statements




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



Nine Months Ended September 30                           2000              1999
--------------------------------------------- ---------------- -----------------
Revenues:
  Premiums and other considerations               $18,154,881       $16,244,717
  Premiums ceded                                     (734,408)         (752,182)
--------------------------------------------- ---------------- -----------------
     Net premiums earned                           17,420,473        15,492,535
  Net investment income                             4,561,218         4,400,131
  Net realized investment gain, net of expenses     4,660,783         5,666,355
  Other income                                        181,250           119,301
--------------------------------------------- ---------------- -----------------
Total Revenues                                     26,823,724        25,678,322

Policy Benefits and Expenses:
  Policyholder benefits                            12,331,784        11,584,806
  Policyholder benefits ceded                        (813,517)         (854,488)
--------------------------------------------- ---------------- -----------------
     Net benefits                                  11,518,267        10,730,318
  Increase in net benefit reserves                  2,024,241         1,237,198
  Interest credited on policyholder deposits          653,598           654,250
  Commissions                                       3,629,503         3,195,726
  General expenses                                  4,750,193         4,177,953
  Interest expense                                    575,742           379,112
  Policy acquisition costs deferred                (1,201,812)       (1,052,956)
  Amortization of deferred policy acquisition
     costs, value of insurance acquired, and
     goodwill                                       1,048,561         1,109,814
--------------------------------------------- ---------------- -----------------
Total Policy Benefits and Expenses                 22,998,293        20,431,415
--------------------------------------------- ---------------- -----------------
Income Before Income Tax Expense                    3,825,431         5,246,907
Income Tax Expense                                  1,272,000         1,400,000
--------------------------------------------- ---------------- -----------------
Net Income                                         $2,553,431        $3,846,907
--------------------------------------------- ---------------- -----------------

Net Income Per Common Share                             $1.45            $2.14
--------------------------------------------- ---------------- -----------------

See Notes to Condensed Consolidated Financial Statements.


<PAGE>


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Part I; Item 1  (continued)




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



Three Months Ended September 30                          2000              1999
--------------------------------------------- ---------------- -----------------
Revenues:
  Premiums and other considerations                $6,386,687        $5,621,118
  Premiums ceded                                     (249,058)         (292,944)
--------------------------------------------- ---------------- -----------------
     Net premiums earned                            6,137,629         5,328,174
  Net investment income                             1,595,522         1,285,625
  Net realized investment gain (loss),
      net of expenses                              (1,664,106)        1,712,277
  Other income                                         69,813            24,211
--------------------------------------------- ---------------- -----------------
Total Revenues                                      6,138,858         8,350,287

Policy Benefits and Expenses:
  Policyholder benefits                             4,340,600         3,620,233
  Policyholder benefits ceded                        (390,940)         (221,894)
--------------------------------------------- ---------------- -----------------
     Net benefits                                   3,949,660         3,398,339
  Increase in net benefit reserves                    975,558           670,893
  Interest credited on policyholder deposits          247,494           202,689
  Commissions                                       1,245,928         1,094,290
  General expenses                                  1,569,337         1,410,359
  Interest expense                                    196,435           127,438
  Policy acquisition costs deferred                  (414,141)         (412,073)
  Amortization of deferred policy acquisition
     costs, value of insurance acquired, and
     goodwill                                         421,066           405,405
--------------------------------------------- ---------------- -----------------
Total Policy Benefits and Expenses                  8,191,337         6,897,340
--------------------------------------------- ---------------- -----------------
Income (Loss) Before Income Tax Expense            (2,052,479)        1,452,947
Income Tax Expense (Benefit)                         (868,000)          305,000
--------------------------------------------- ---------------- -----------------
Net Income (Loss)                                $ (1,184,479)       $1,147,947
--------------------------------------------- ---------------- -----------------

Net Income (Loss) Per Common Share                      $(0.67)           $0.64
--------------------------------------------- ---------------- -----------------

See Notes to Condensed Consolidated Financial Statements.

<PAGE>


================================================================================
Part I; Item 1  (continued)



                 Citizens Financial Corporation and Subsidiaries
            Condensed Consolidated Statements of Financial Condition




                                                  September 30,     December 31,
                                                          2000             1999
--------------------------------------------- ---------------- -----------------
ASSETS                                             (Unaudited)

Investments:
  Securities available for sale, at fair value:
     Fixed maturities (amortized cost of
     $69,634,411 and $68,958,634 in 2000
     and 1999, respectively)                    $  68,906,569     $  69,501,248
     Equity securities (cost of
     $23,387,715 and $18,228,519 in 2000
     and 1999, respectively)                       24,784,128        22,941,274
  Investment real estate                            3,551,278         3,513,579
  Mortgage loans on real estate                       156,000           158,309
  Policy loans                                      4,233,018         4,059,801
  Short-term investments                              580,425           580,425
--------------------------------------------- ---------------- -----------------
Total Investments                                 102,211,418       100,754,636

Cash and cash equivalents                          17,954,067        18,696,401
Accrued investment income                           1,215,319         1,145,447
Reinsurance recoverable                             3,510,735         3,607,349
Premiums receivable                                   335,325           388,146
Property and equipment                              1,996,347         2,051,414
Deferred policy acquisition costs                   5,680,194         4,690,774
Value of insurance acquired                         5,057,981         5,295,818
Goodwill                                              751,298           809,809
Federal income tax receivable                             ---           169,502
Deferred federal income tax                         1,184,692               ---
Other assets                                          472,574           370,734
--------------------------------------------- ---------------- -----------------
Total Assets                                     $140,369,950      $137,980,030
--------------------------------------------- ---------------- -----------------

See Notes to Condensed Consolidated Financial Statements.
<PAGE>

================================================================================
Part I; Item 1  (continued)



                 Citizens Financial Corporation and Subsidiaries
            Condensed Consolidated Statements of Financial Condition




                                                 September 30,     December 31,
                                                          2000             1999
--------------------------------------------- ---------------- -----------------
LIABILITIES AND SHAREHOLDERS' EQUITY               (Unaudited)

Liabilities:
Policy Liabilities:
  Future policy benefits                        $  83,635,691     $  79,507,902
  Policyholder deposits                            16,580,819        15,811,486
  Policy and contract claims                        1,479,765         1,456,030
  Unearned premiums                                   175,189           176,779
  Other                                               187,194           241,502
--------------------------------------------- ---------------- -----------------
Total Policy Liabilities                          102,058,658        97,193,699

Notes payable                                       8,125,000         8,500,000
Accrued expenses and other liabilities              2,527,369         2,270,660
Federal income tax payable                                498               ---
Deferred federal income tax                               ---         1,979,214
--------------------------------------------- ---------------- -----------------
Total Liabilities                                 112,711,525       109,943,573

Commitments and Contingencies

Shareholders' Equity:
  Common stock, 6,000,000 shares authorized;
     1,761,415 and 1,767,215 shares issued and
     outstanding in 2000 and 1999, respectively     1,761,415         1,767,215
  Additional paid-in capital                        7,675,538         7,736,201
  Accumulated other comprehensive income              457,971         3,322,971
  Retained earnings                                17,763,501        15,210,070
--------------------------------------------- ---------------- -----------------
Total Shareholders' Equity                         27,658,425        28,036,457
--------------------------------------------- ---------------- -----------------
Total Liabilities and Shareholders' Equity       $140,369,950      $137,980,030
--------------------------------------------- ---------------- -----------------

See Notes to Condensed Consolidated Financial Statements.
<PAGE>

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Part I; Item 1  (continued)

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



Nine Months Ended September 30                           2000              1999
--------------------------------------------- ---------------- -----------------

Cash Flows from Operations:
Net income                                      $   2,553,431     $   3,846,907
Adjustments to reconcile net income to cash
     from operations:
  Increase in benefit reserves                      2,068,882         1,196,450
  Decrease in claim liabilities                       (30,858)         (219,022)
  Decrease in reinsurance recoverable                  96,614           155,946
  Interest credited on policyholder deposits          653,598           654,250
  Provision for amortization and depreciation,
       net of deferrals                                74,174           258,477
  Amortization of premium and accretion of
       discount on securities purchased, net           35,591           113,459
  Net realized investment gains                    (4,660,783)       (5,666,355)
  Increase in accrued investment income               (65,420)          (12,850)
  Change in other assets and liabilities             (397,447)          194,086
  Decrease in deferred federal income tax
       liability                                   (1,688,000)         (123,424)
  Increase (decrease) in federal income
       taxes payable                                  170,000           (58,091)
--------------------------------------------- ---------------- -----------------
Net Cash provided by (used in) Operations          (1,190,218)          339,833

Cash Flows from Investment Activities:
Cost of securities acquired                       (70,458,472)      (57,021,695)
Investments sold or matured                        71,876,615        62,160,723
Net cash received on block of insurance
     business acquired                              1,894,271               ---
Investment management fees and margin interest       (679,254)         (248,603)
Additions to property and equipment, net             (210,058)         (216,863)
Other investing activities, net                        (9,263)              302
--------------------------------------------- ---------------- -----------------
Net Cash provided by Investment Activities          2,413,839         4,673,864

Cash Flows from Financing Activities:
Policyholder deposits                                 596,659           571,832
Policyholder withdrawals                           (2,020,267)       (1,571,338)
Brokerage account advances, net                      (100,884)        1,072,470
Payments on notes payable - bank                     (375,000)         (382,500)
Repurchase of common stock                            (66,463)         (157,700)
--------------------------------------------- ---------------- -----------------
Net Cash used in Financing Activities              (1,965,955)         (467,236)

--------------------------------------------- ---------------- -----------------
Net Increase (Decrease) in Cash and
     Cash Equivalents                                (742,334)        4,546,461
Cash and Cash Equivalents at Beginning
     of Period                                     18,696,401         8,301,999
--------------------------------------------- ---------------- -----------------
Cash and Cash Equivalents at End of Period      $  17,954,067     $  12,848,460
--------------------------------------------- ---------------- -----------------

See Notes to Condensed Consolidated Financial Statements.
<PAGE>

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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, 1999  consolidated  financial
statements and footnotes included in the Company's annual report on Form 10-KSB.

Note 2 - COMPREHENSIVE INCOME

The components of comprehensive income, net of related tax, for the three months
and nine months ended September 30, 2000 and 1999 are as follows:
                           ------------------------ ----------------------------
                               Three Months Ended           Nine Months Ended
                                  September 30,                September 30,
                        ------------- ------------- -------------- -------------
COMPREHENSIVE INCOME:           2000          1999          2000           1999
----------------------- ------------- ------------- -------------- -------------

  Net Income (Loss)      $ (1,184,479) $ 1,147,947   $ 2,553,431    $ 3,846,907
  Net unrealized losses
      on securities        (2,000,020)  (1,541,162)   (2,865,000)    (1,327,555)
----------------------- ------------- ------------- -------------- -------------
  Comprehensive Income
      (Loss)             $ (3,184,499) $  (393,215)  $  (311,569)   $ 2,519,352
----------------------- ------------- ------------- -------------- -------------



Note 3 - ACQUISITION

On July 7, 2000, the Company acquired a small block of individual life insurance
business  through  the  National   Organization  of  Life  and  Health  Guaranty
Associations for a net purchase price of approximately  $340,000.  This business
includes  policy  reserves of  approximately  $3,500,000  and annual  premium of
approximately $300,000.


Note 4 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities" ("SFAS No. 133"). In general, SFAS No. 133 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 or losses is dependent
upon the type of exposure,  if any, for which the  derivative is designated as a
hedge.  This  standard  is  effective  for the  Company's  financial  statements
beginning  January 1, 2001,  with early  adoption  permitted.  Management of the
Company  anticipates  that  adoption of SFAS No. 133 on January 1, 2001 will not
have  a  material  impact  on  the  Company's  financial  position,  results  of
operations, or cash flows.

<PAGE>


Part I; Item 1  (continued)



Note 5 - 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
funerals  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 September 30, 2000 and 1999, and for
the periods then ended is as follows:
                        --------------------------- ----------------------------
                             Three Months Ended           Nine Months Ended
                                September 30,                September 30,
                        ------------- ------------- -------------- -------------
REVENUE:                        2000          1999          2000           1999
----------------------- ------------- ------------- -------------- -------------

  Home Service Life      $ 2,252,559   $ 2,116,250   $ 6,797,357    $ 6,543,506
  Broker Life              1,609,712     1,394,076     4,575,552      4,481,836
  Preneed Life             1,595,490       934,973     3,875,964      2,743,028
  Dental                   1,993,461     1,842,930     5,828,971      5,240,319
  Other Health               351,742       349,781     1,085,097      1,003,278
----------------------- ------------- ------------- -------------- -------------
  Segment Totals           7,802,964     6,638,010    22,162,941     20,011,967
  Realized investment
     gain (loss), net     (1,664,106)    1,712,277     4,660,783      5,666,355
----------------------- ------------- ------------- -------------- -------------
  Total Revenue          $ 6,138,858   $ 8,350,287   $26,823,724    $25,678,322
----------------------- ------------- ------------- -------------- -------------


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

                        ---------------------------- ---------------------------
                              Three Months Ended           Nine Months Ended
                                  September 30,               September 30,
                        ------------- -------------- ------------- -------------
INVESTMENT INCOME:              2000          1999           2000          1999
----------------------- ------------- -------------- ------------- -------------

  Home Service Life       $  524,942    $  436,156     $1,553,985    $1,486,634
  Broker Life                702,021       549,510      1,938,719     1,873,956
  Preneed Life               336,452       273,485        974,073       952,497
  Dental                       8,996         5,973         27,697        22,276
  Other Health                23,111        20,501         66,744        64,768
----------------------- ------------- -------------- ------------- -------------
  Segment Totals          $1,595,522    $1,285,625     $4,561,218    $4,400,131
----------------------- ------------- -------------- ------------- -------------


The Company evaluates performance based on several factors, of which the primary
financial measure is segment profit.  Segment profit represents pretax earnings,
excluding net realized  investment gains and interest  expense.  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
$20,508,000 and $20,626,000  during the nine months ended September 30, 2000 and
1999,  respectively.  If these  funds  had  been  invested  in  fixed-maturities
yielding 7%,  realized  investment  gains would have declined and the nine month
segment profit totals below would have  increased by an additional  $763,000 and
$657,000 in 2000 and 1999, respectively. Investment income was also
<PAGE>

Part I; Item 1 (continued)



impacted  during  the  first  nine  months  of 2000 due to the  accumulation  of
additional cash and cash equivalent positions due to increased market volatility
and some additional real estate vacancies.
                        --------------------------- ----------------------------
                             Three Months Ended           Nine Months Ended
                                 September 30,                September 30,
                        ------------- ------------- -------------- -------------
SEGMENT PROFIT (LOSS):          2000          1999          2000           1999
----------------------- ------------- ------------- -------------- -------------

  Home Service Life        $ (17,494)    $ 116,530     $  77,454     $  142,400
  Broker Life                 63,395      (182,334)      259,408         13,405
  Preneed Life              (274,706)     (209,313)     (829,929)      (510,679)
  Dental                      47,080       149,847       269,575        405,112
  Other Health               (10,213)       (6,622)      (36,118)       (90,574)
----------------------- ------------- ------------- -------------- -------------
  Segment Totals            (191,938)     (131,892)     (259,610)       (40,336)
  Realized investment
     gain (loss), net     (1,664,106)    1,712,277     4,660,783      5,666,355
  Interest expense           196,435       127,438       575,742        379,112
----------------------- ------------- ------------- -------------- -------------
  Income (Loss) before
     Federal Income Tax  $ (2,052,479)  $1,452,947    $3,825,431     $5,246,907
----------------------- ------------- ------------- -------------- -------------


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        Nine Months Ended
                                   September 30,             September 30,
                       -------------- ------------- -------------- -------------
DEPRECIATION
AND AMORTIZATION:            2000           1999          2000           1999
---------------------- -------------- ------------- -------------- -------------

  Home Service Life       $ 233,834      $ 172,362     $ 538,399      $ 475,538
  Broker Life               160,873        196,253       436,980        482,536
  Preneed Life               77,434         81,623       230,241        289,689
  Dental                     13,818         12,733        40,080         36,541
  Other Health               13,257         14,322        30,287         31,810
---------------------- -------------- ------------- -------------- -------------
  Segment Totals          $ 499,216      $ 477,293    $1,275,987     $1,316,114
---------------------- -------------- ------------- -------------- -------------


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

                                          ------------ ------------
                                           September    December
                                              30,          31,
ASSETS:                                      2000         1999
----------------------------------------- ------------ ------------

Home Service Life                          $47,276,511  $47,347,032
Broker Life                                 61,038,024   57,958,271
Preneed Life                                29,311,283   29,754,353
Dental                                         704,518      913,939
Other Health                                 2,039,614    2,006,435
----------------------------------------- ------------ ------------
Segment Totals                            $140,369,950 $137,980,030
----------------------------------------- ------------ ------------

<PAGE>



Part I; Item 1  (continued)



Note 6 - NET REALIZED INVESTMENT GAINS, NET OF EXPENSES

The Company recorded gross pretax  reductions to the carrying value of available
for sale securities totaling $5,063,000 and $1,358,000 for the nine months ended
September 30, 2000 and 1999,  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 $211,000 and $305,000 for the nine months ended September
30, 2000 and 1999, respectively.


Note 7 - 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 8 - 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  $27,658,000 and
$24,107,000 at September 30, 2000 and 1999, respectively. These balances reflect
net increases  (decreases) of approximately  (1%) and 11%,  respectively for the
nine month periods then ended. As described above,  comprehensive  income (loss)
totaled  approximately  $(312,000)  and  $2,519,000  for the nine  months  ended
September  30,  2000  and  1999,   respectively.   A   significant   portion  of
comprehensive  income  activity  arose  from  the  Company's  equity  securities
portfolio.  Equity securities comprised approximately 18% of the Company's total
assets as of September 30, 2000 and 1999. Accordingly,  as also described below,
the Company's  financial position can be significantly  affected by movements in
the equities markets.  Equity portfolio positions increased $5,159,000 on a cost
basis and  $1,843,000  on a market  value basis  during the first nine months of
2000. Fixed maturity portfolio positions increased $676,000 on an amortized cost
basis and  decreased  $695,000 on a market  value basis  during the same period.
Cash and cash equivalent positions also decreased  approximately $742,000 during
the period.

OPERATIONS.  Net premiums and other considerations  increased  approximately 12%
during the first nine months of 2000  compared to the first nine months of 1999.
This total  includes  increases of 3%, 62%, 11% and 8% in the Home Service Life,
Preneed Life,  Dental,  and Other Health  segments,  respectively,  along with a
comparable amount of Broker Life premium. The Home Service Life and Preneed Life
segments have each benefited from product  redesign,  expanded agent  recruiting
and other focused marketing efforts.  Dental premium has demonstrated continuing
quarterly growth during 1999 and into 2000 due to consistent  marketing  efforts
and a modest  agent  incentive  program.  The Other  Health  segment  represents
approximately 6% of total premium. The 4% increase in investment income compared
to the first nine months of the prior year is  attributable  to the October 1999
acquisition of an inactive home service fire insurance company and the July 2000
acquisition of a small block of life insurance business.  However,  this benefit
is  substantially   offset  by  interest   expense   associated  with  increased
borrowings.

Total pretax  earnings  decreased  approximately  27% to $3,825,000 for the nine
months ended  September  30, 2000,  primarily due to an  approximate  $1,006,000
decrease in realized  investment  gains, net of expenses.  Pretax Segment Profit
(Loss) (excluding  realized investment gains and interest expense) for the first
nine months of 2000 was  approximately  $(260,000),  compared  to  approximately
$(40,000) for the first nine months of 1999.  This decrease  resulted  primarily
from additional costs associated with expanding Preneed Life marketing  efforts,
increased employee benefit costs, and initiation of a small property  management
operation.  Partially offsetting these costs were improved Broker Life mortality
and Other Health morbidity, net of somewhat higher Dental claims. The Company is
targeting  Preneed volume growth within the next few years sufficient to produce
Preneed segment profits.

The Company's higher effective income tax rate compared to the prior year is due
to a phasing-out of available  small-life  insurance company deductions and full
utilization of previously available alternative minimum-tax credit carryforwards
and non-life insurance net operating loss carryforwards.

CASH FLOW AND LIQUIDITY. Cash flow used in operations totaled $1,190,000 for the
nine months ended September 30, 2000 compared to $340,000 provided by operations
for the same  period in the prior  year.  This change  resulted  primarily  from
additional  income tax payments made in the current year. The $2,414,000 of cash
provided by investing  activities  for the nine months ended  September 30, 2000
resulted primarily from net receipt of cash associated with the acquisition of a
block of life insurance  business and retaining the net proceeds from investment
sales as cash.  The $1,966,000 of cash used in financing  activities  during the
first nine months of 2000 is  primarily  attributable  to annuity and  Universal
Life account withdrawals.

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,
<PAGE>

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




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: (1) general economic  conditions and other
factors, including prevailing interest rate levels and stock market performance,
which may affect the Company's ability to sell its products, the market value of
the Company's investments and the lapse rate and profitability of policies;  (2)
the Company's ability to achieve  anticipated  levels of operating  efficiencies
and meet cash requirements based upon projected liquidity sources;  (3) customer
response to new products,  distribution channels and marketing initiatives;  (4)
mortality,  morbidity,  and other factors which may affect the  profitability of
the Company's insurance products; (5) changes in the Federal income tax laws and
regulations  which  may  affect  the  relative  tax  advantages  of  some of the
Company's  products;  (6) increasing  competition in the sale of insurance;  (7)
regulatory  changes or  actions,  including  those  relating  to  regulation  of
insurance products and insurance companies;  (8) ratings assigned to the Company
and its  subsidiaries  by  independent  rating  organizations  which the Company
believes  are  important  to the  sale of its  products;  and (9)  unanticipated
litigation.  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.
            Exhibit 27.  Financial Data Schedule.


        b). A Form 8-K dated July 19, 2000 was filed  relating to Item 5 - Other
            Events.  The form  disclosed  the  filing  of an  action  against a
            subsidiary  of   the Company, United Liberty Life Insurance Company.


                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  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:  November 9, 2000
<PAGE>

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


                                  EXHIBIT INDEX



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

       11          Statement re: computation of per share earnings

       27          Financial Data Schedule (electronic filing only)














<PAGE>

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

                                   EXHIBIT 11

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





Nine Months Ended September 30                           2000              1999
--------------------------------------------- ---------------- -----------------

Numerator:
  Net income                                       $2,553,431        $3,846,907

Denominator:
  Weighted average common shares                     1,762,430        1,796,355

Earnings Per Share                                       $1.45            $2.14







Three Months Ended September 30                          2000              1999
--------------------------------------------- ---------------- -----------------

Numerator:
  Net income                                     $ (1,184,479)       $1,147,947

Denominator:
  Weighted average common shares                    1,761,415         1,790,924

Earnings Per Share                                     $(0.67)            $0.64