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                                  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 March 31, 2003

                                       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 - 1,685,228 as of
May 19, 2003.

The date of this Report is May 20, 2003.

================================================================================
<PAGE>

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


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




Three Months Ended March 31                                                            2003                 2002
------------------------------------------------------------------------ -------------------- --------------------
Revenues:
<S>                                                                             <C>                  <C>
   Premiums and other considerations                                            $ 9,238,935          $ 8,595,976
   Premiums ceded                                                                  (261,295)            (338,734)
------------------------------------------------------------------------ -------------------- --------------------
      Net premiums earned                                                         8,977,640            8,257,242
   Net investment income                                                          1,373,989            1,467,823
   Net realized investment losses                                                  (276,163)            (328,401)
   Other income                                                                      56,353               51,823
------------------------------------------------------------------------ -------------------- --------------------
Total Revenues                                                                   10,131,819            9,448,487

Policy Benefits and Expenses:
   Policyholder benefits                                                          5,257,211            4,776,105
   Policyholder benefits ceded                                                     (234,011)            (491,128)
------------------------------------------------------------------------ -------------------- --------------------
      Net benefits                                                                5,023,200            4,284,977
   Increase in net benefit reserves                                               1,682,187            2,286,494
   Interest credited on policyholder deposits                                       164,885              187,322
   Commissions                                                                    1,693,668            1,694,633
   General expenses                                                               1,812,072            1,500,883
   Interest expense                                                                  92,208               81,228
   Policy acquisition costs deferred                                               (579,542)            (570,895)
   Amortization of deferred policy acquisition costs
      and value of insurance acquired                                               649,459              450,788
------------------------------------------------------------------------ -------------------- --------------------
Total Policy Benefits and Expenses                                               10,538,137            9,915,430
------------------------------------------------------------------------ -------------------- --------------------
Loss before income tax                                                             (406,318)            (466,943)
Income Tax Benefit                                                                  (73,000)             (70,000)
------------------------------------------------------------------------ -------------------- --------------------
Net Loss                                                                        $  (333,318)         $  (396,943)
------------------------------------------------------------------------ -------------------- --------------------

Net Loss per Common Share                                                           $ (0.20)             $ (0.23)
------------------------------------------------------------------------ -------------------- --------------------
<FN>

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

<PAGE>

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


                                            Citizens Financial Corporation and Subsidiaries
                                       Condensed Consolidated Statements of Financial Condition




                                                                                    March 31,        December 31,
                                                                                         2003                2002
------------------------------------------------------------------------ -------------------- --------------------
ASSETS                                                                             (Unaudited)

Investments:
   Securities available for sale, at fair value:
<S>                                                                         <C>                   <C>
      Fixed maturities (amortized cost of $101,465,075
      and $101,161,174 in 2003 and 2002 respectively)                        $  105,149,894         $ 103,953,815
      Equity securities (cost of $8,622,971 and
      $7,108,735 in 2003 and 2002, respectively)                                  9,040,987             7,761,892
   Investment real estate                                                         3,237,579             3,252,424
   Policy loans                                                                   4,254,773             4,239,128
   Short-term investments                                                           632,381               632,381
------------------------------------------------------------------------ -------------------- --------------------
Total Investments                                                               122,315,614           119,839,640

Cash and cash equivalents                                                         5,427,544             6,699,171
Accrued investment income                                                         1,386,820             1,330,036
Reinsurance recoverable                                                           2,593,079             2,886,256
Premiums receivable                                                                 297,438               215,759
Property and equipment                                                            2,733,661             2,767,763
Deferred policy acquisition costs                                                 9,946,410             9,915,288
Value of insurance acquired                                                       3,496,261             3,617,602
Goodwill                                                                            755,782               755,782
Federal income tax receivable                                                       285,158               250,158
Other assets                                                                        127,634               164,077
------------------------------------------------------------------------ -------------------- --------------------
Total Assets                                                                  $ 149,365,401          $148,441,532
------------------------------------------------------------------------ -------------------- --------------------
<FN>

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

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



                                            Citizens Financial Corporation and Subsidiaries
                                       Condensed Consolidated Statements of Financial Condition




                                                                                   March 31,     December 31,
                                                                                        2003                 2002
------------------------------------------------------------------------ -------------------- --------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                               (Unaudited)
<S>                                                                        <C>                   <C>
Liabilities:
Policy Liabilities:
   Future policy benefits                                                    $  104,214,257        $  102,649,565
   Policyholder deposits                                                         15,643,185            15,743,293
   Policy and contract claims                                                     1,535,093             1,797,195
   Unearned premiums                                                                244,661               247,625
   Other                                                                            275,714               277,955
------------------------------------------------------------------------ -------------------- --------------------
Total Policy Liabilities                                                        121,912,910           120,715,633

Note payable - bank                                                               5,120,835             5,779,168
Note payable - related party                                                      2,000,000             2,000,000
Accrued expenses and other liabilities                                            2,041,779             1,851,467
Deferred federal income tax                                                         455,088               337,632
------------------------------------------------------------------------ -------------------- --------------------
Total Liabilities                                                               131,530,612           130,683,900

Commitments and Contingencies

Shareholders' Equity:
   Common stock, 6,000,000 shares authorized;
      1,685,228 and 1,686,828 shares issued and outstanding
      in 2003 and 2002, respectively                                              1,685,228             1,686,828
   Additional paid-in capital                                                     7,170,321             7,176,480
   Accumulated other comprehensive income                                         2,641,993             2,223,759
   Retained earnings                                                              6,337,247             6,670,565
------------------------------------------------------------------------ -------------------- --------------------
Total Shareholders' Equity                                                       17,834,789            17,757,632
------------------------------------------------------------------------ -------------------- --------------------
Total Liabilities and Shareholders' Equity                                    $ 149,365,401         $ 148,441,532
------------------------------------------------------------------------ -------------------- --------------------
<FN>

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

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

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




Three Months Ended March 31                                                            2003                  2002
------------------------------------------------------------------------ -------------------- --------------------

Cash Flows from Operations:
<S>                                                                            <C>                  <C>
Net loss                                                                       $   (333,318)        $   (396,943)
Adjustments to reconcile net loss to cash from operations:
   Increase in benefit reserves                                                   1,567,918            2,316,777
   Increase (decrease) in claim liabilities                                        (262,102)              62,154
   (Increase) decrease in reinsurance recoverable                                   293,177              (27,672)
   Interest credited on policyholder deposits                                       164,885              187,322
   Provision for amortization and depreciation, net of deferrals                    141,604              (43,198)
   Amortization of premium and accretion of discount on
      securities purchased, net                                                       9,227               (7,394)
   Net realized investment losses                                                   276,163              328,401
   (Increase) decrease in accrued investment income                                 (56,784)             146,959
   Change in other assets and liabilities                                            (9,385)              40,946
   Decrease in deferred federal income tax liability                                (98,000)             (41,000)
   (Increase) decrease in federal income taxes receivable                           (35,000)               3,627
------------------------------------------------------------------------ -------------------- --------------------
Net Cash provided by Operations                                                   1,658,385            2,569,979

Cash Flows from Investment Activities:
Cost of securities acquired                                                     (17,128,419)          (8,961,804)
Investments sold or matured                                                      15,170,175            4,720,959
Investment management fees                                                           (2,298)             (41,968)
Additions to real estate                                                            (17,669)                 ---
Additions to property and equipment, net                                             (5,071)             (13,423)
Other investing activities, net                                                     (15,645)               7,273
------------------------------------------------------------------------ -------------------- --------------------
Net Cash used in Investment Activities                                           (1,998,927)          (4,288,963)

Cash Flows from Financing Activities:
Policyholder deposits                                                               151,298              169,524
Policyholder withdrawals                                                           (416,291)            (351,732)
Payments on notes payable - bank                                                   (658,333)            (329,167)
Repurchase of common stock                                                           (7,759)                 ---
------------------------------------------------------------------------ -------------------- --------------------
Net Cash used in Financing Activities                                              (931,085)            (511,375)

------------------------------------------------------------------------ -------------------- --------------------
Net Decrease in Cash and Cash Equivalents                                        (1,271,627)          (2,230,359)
Cash and Cash Equivalents at Beginning of Period                                  6,699,171           18,433,626
------------------------------------------------------------------------ -------------------- --------------------
Cash and Cash Equivalents at End of Period                                      $ 5,427,544         $ 16,203,267
------------------------------------------------------------------------ -------------------- --------------------
<FN>

See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
<PAGE>
Part I; Item 1  (continued)


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



Note 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with the  instructions  to Form 10-Q in conformity  with
accounting  principles generally accepted in the United States. The accompanying
unaudited condensed  financial  statements reflect all adjustments which are, in
the opinion of management,  necessary to a fair  presentation of the results for
the interim periods.  All such adjustments are of a normal recurring nature. For
further  information,  refer to the  December  31, 2002  consolidated  financial
statements and footnotes included in the Company's annual report on Form 10-K.


Note 2 - COMPREHENSIVE INCOME

The components of comprehensive income, net of related tax, for the three months
ended March 31, 2003 and 2002 are as follows:

                                            ----------------------------------
                                              Three Months Ended March 31,
COMPREHENSIVE INCOME:                             2003             2002
------------------------------------------- ----------------- ----------------
  Net Loss                                    $   (333,318)    $    (396,943)
  Net unrealized gain (loss) on securities         418,234          (737,785)
------------------------------------------- ----------------- ----------------
  Comprehensive Income (Loss)                $      84,916      $ (1,134,728)
------------------------------------------- ----------------- ----------------


Note 3 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company's  derivatives  outstanding at March 31, 2002 include  approximately
$41,000 of  embedded  options on  convertible  bonds and  $123,000 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 (LOSSES), NET OF EXPENSES

The Company  recorded  pretax  reductions to the carrying value of available for
sale securities  totaling  $68,329 and $513,007 for the three months ended March
31,  2003 and 2002,  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  losses.  The Company  also nets  certain  direct,
incremental investment management fees against net realized investment gains and
losses 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 and losses total  $21,030 and
$2,875 for the three months ended March 31, 2003 and 2002, 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.

<PAGE>
Part I; Item 1  (continued)


Note 6 - SEGMENT INFORMATION

The Company's  operations  are managed along five  principal  insurance  product
lines: Home Service Life, Broker Life,  Preneed Life,  Dental, and Other Health.
Products in all five lines are sold through independent agency operations.  Home
Service Life consists  primarily of traditional life insurance  coverage sold in
amounts  of  $10,000  and under to middle  and lower  income  individuals.  This
distribution  channel is characterized by a significant  amount of agent contact
with customers  throughout the year. Broker Life product sales consist primarily
of simplified issue and graded-benefit policies in amounts of $10,000 and under.
Other  products in this segment  which are not  aggressively  marketed  include:
group life, universal life, annuities and participating life coverages.  Preneed
Life products are sold to individuals in connection with prearrangement of their
funeral and  include  single  premium  and  multi-pay  policies  with  coverages
generally in amounts of $10,000 and less.  These  policies are generally sold to
older individuals at increased premium rates. Dental products are term coverages
generally  sold to small and  intermediate  size employer  groups.  Other Health
products  include various  accident and health coverages sold to individuals and
employer groups.  Segment information as of March 31, 2003 and 2002, and for the
periods then ended is as follows:

                                             ----------------------------------
                                               Three Months Ended March 31,
REVENUE:                                           2003             2002
-------------------------------------------- ----------------- ----------------
Home Service Life                               $ 2,287,941       $ 2,316,284
Broker Life                                       1,464,206         1,553,223
Preneed Life                                      4,141,607         3,527,266
Dental                                            2,147,260         2,012,898
Other Health                                        366,968           367,217
-------------------------------------------- ----------------- ----------------
Segment Totals                                   10,407,982         9,776,888
Realized investment losses                         (276,163)         (328,401)
-------------------------------------------- ----------------- ----------------
Total Revenue                                   $10,131,819       $ 9,448,487
-------------------------------------------- ----------------- ----------------

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

                                           ----------------------------------
                                             Three Months Ended March 31,
INVESTMENT INCOME:                               2003             2002
------------------------------------------ ----------------- ----------------
  Home Service Life                          $    396,342      $    476,831
  Broker Life                                     541,107           587,537
  Preneed Life                                    409,834           375,560
  Dental                                            6,637             7,022
  Other Health                                     20,069            20,873
------------------------------------------ ----------------- ----------------
  Segment Totals                              $ 1,373,989       $ 1,467,823
------------------------------------------ ----------------- ----------------


<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  $7,866,000  and  $7,018,000  during the three months
ended March 31, 2003 and 2002, respectively.

                                             ----------------------------------
                                               Three Months Ended March 31,
SEGMENT PROFIT (LOSS):                             2003             2002
-------------------------------------------- ----------------- ----------------
  Home Service Life                             $   121,867       $    (3,604)
  Broker Life                                        65,209            38,593
  Preneed Life                                     (121,412)         (216,053)
  Dental                                            141,912           156,757
  Other Health                                     (245,523)          (33,007)
-------------------------------------------- ----------------- ----------------
  Segment Totals                                    (37,947)          (57,314)
  Realized investment gains (losses)               (276,163)         (328,401)
  Interest expense                                   92,208            81,228
-------------------------------------------- ----------------- ----------------
  Income (Loss) before Federal Income Tax        $ (406,318)       $ (466,943)
-------------------------------------------- ----------------- ----------------


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

                                             ----------------------------------
                                                Three Months Ended March 31,
DEPRECIATION AND AMORTIZATION:                     2003              2002
-------------------------------------------- ----------------- ----------------
  Home Service Life                               $ 175,984         $ 159,270
  Broker Life                                       199,537           160,706
  Preneed Life                                      318,675           180,950
  Dental                                             14,294            14,844
  Other Health                                       12,656            11,930
-------------------------------------------- ----------------- ----------------
  Segment Totals                                  $ 721,146         $ 527,700
-------------------------------------------- ----------------- ----------------


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

                                             ----------------- ----------------
                                                March 31,       December 31,
ASSETS:                                            2003             2002
-------------------------------------------- ----------------- ----------------

Home Service Life                              $ 39,423,910       $39,587,175
Broker Life                                      53,639,314        54,232,558
Preneed Life                                     53,609,258        51,991,206
Dental                                              664,056           658,963
Other Health                                      2,028,863         1,971,630
-------------------------------------------- ----------------- ----------------
Segment Totals                                 $149,365,401      $148,441,532
-------------------------------------------- ----------------- ----------------
<PAGE>

Part I; Item 1  (continued)


Note 7 - LITIGATION

United Liberty, which the Company acquired in 1998, is defending an action in an
Ohio  state  court  brought  by two  policyholders.  The  Complaint  refers to a
particular  class of life  insurance  policies that United Liberty issued over a
period of years ending  around 1971. It alleges that United  Liberty's  dividend
payments on these  policies  from 1993  through 1999 were less than the required
amount. It does not specify the amount of the alleged underpayment but implies a
maximum of about  $850,000.  The  plaintiffs  also allege 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 has denied the material allegations of the Complaint and is
defending  the action  vigorously.  Pre-trial  discovery is  continuing.  United
Liberty has filed a motion for summary judgment, which has been fully briefed by
both  parties  and will be  argued  to the  Court  on May 29,  2003.  At  United
Liberty's  request,   an  initial  mediation  session  has  been  completed  and
negotiations  are  continuing.  As a  pre-requisite  for the  mediation,  United
Liberty offered to settle the matter for payments over time, which would include
attorneys'  fees, and which would be contingent  upon an exchange or reformation
of the insurance  policies  currently owned by the members of the class. At this
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. 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.
<PAGE>

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


FINANCIAL POSITION.  Shareholders' equity totaled approximately  $17,835,000 and
$17,758,000  at March  31,  2003 and  December  31,  2002,  respectively.  These
balances  reflect an approximate  one-half percent increase for the three months
ended March 31, 2003.  As  described  above,  the  comprehensive  income  (loss)
totaled  approximately $85,000 and $(1,135,000) for the three months ended March
31,  2003 and 2002,  respectively.  A  significant  portion  of the  prior  year
comprehensive  loss is  attributable  to changes  in the value of the  Company's
fixed maturity and equity portfolios.  Equity securities comprised approximately
6.1% and 5.2% of the  Company's  total  assets as of March 31, 2003 and December
31, 2002,  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  $1,514,000 on a cost basis and
$1,279,000 on a market value basis, during the first three months of 2003. Fixed
maturity portfolio  positions  increased $304,000 on an amortized cost basis and
increased  $1,196,000  on a market  value  basis  during the same  period.  This
difference  resulted  primarily from  increasing bond prices during the quarter.
Cash and cash  equivalent  positions  also  decreased  approximately  $1,272,000
during the quarter ended March 31, 2003.

Equity markets  continue to be highly volatile and were unfavorable in the first
quarter of 2003,  although  improvements have been experienced in the first half
of  the  second  quarter.  In  addition,   interest  yields  on  fixed  maturity
investments  are  continuing  to decline  and  economic  pressures  continue  to
adversely  impact certain fixed maturity  issuers.  The  significant  decline in
short-term rates has and, continues to adversely impact the Company's investment
portfolio yield and operating earnings. The 2003 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 2002 Form
10-K


OPERATIONS.  Net  premiums  and  other  considerations  increased  approximately
$720,000,  or 9% during the first  quarter of 2003 compared to the first quarter
of 2002.  Preneed  Life,  Dental and Home Service Life  premium  increases  were
approximately  $577,000,  $135,000, and $53,000 respectively,  while Broker Life
experienced a modest  decrease.  The Preneed Life segment growth is attributable
primarily to continued  expansion  into  independently  owned  funeral homes and
increased  production  generated by  third-party  marketing  organizations.  The
Dental  premium  increase is  attributable  primarily  to an  additional  broker
relationship and normal inflationary premium increases. The Other Health segment
represents approximately only 4% of total premium.

Pretax (loss) improved  approximately $61,000 to $(406,000) for the three months
ended March 31, 2003,  primarily  due to favorable  Home Service Life and Broker
Life mortality and certain product  pricing  increases,  partially  offset by an
increase  in  Other  Health  claims  and  lower  investment   portfolio  yields.
Additionally, a significant portion of the $312,000 increase in general expenses
for the quarter is attributable to costs associated with outside consultants who
were  employed to review  profitability  of the  Company's  life products in the
current interest rate  environment and perform other actuarial  calculations and
analysis.  Pretax  Segment  (loss)  (excluding  realized  investment  gains  and
interest expense) for the first three months of 2003 was approximately $(38,000)
compared to $(57,000) for the first three months of 2002.  This  improvement  is
also  primarily  attributable  to the  factors  described  above.  Below are the
approximate, annualized pretax investment income and total return yields for the
three months ended March 31, 2003 and 2002.

                                            ----------------- -----------------
Three Months Ended March 31                           2003              2002
------------------------------------------- ----------------- -----------------

  Investment Income                             $ 1,373,989       $ 1,467,823
  Realized and Unrealized Gains (Losses)            380,874        (1,481,686)
------------------------------------------- ----------------- -----------------
  Total Return                                  $ 1,754,863      $    (13,863)
------------------------------------------- ----------------- -----------------

  Average Cash and Investments                 $127,140,985      $112,716,671

  Investment Income Yield - Annualized                 4.32%             5.21%
  Total Return - Annualized                            5.52%            (0.05)%

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

<PAGE>

CASH FLOW AND LIQUIDITY.  Cash flow from operations  totaled  $1,658,000 for the
quarter ended March 31, 2003  compared to $2,570,000  for the same period in the
prior year.  This positive cash flow for both periods is primarily  attributable
to growth in Preneed Life  business.  The  $1,999,000  of cash used by investing
activities  for the  quarter  ended  March  31,  2003  resulted  primarily  from
investing  the  proceeds  of Preneed  Life sales.  The  $931,000 of cash used in
financing activities during the first quarter of 2003 is primarily  attributable
to bank loan principal  repayments along with annuity and Universal Life account
withdrawals.  The  quarterly  bank loan payment due on April 1, 2003 was paid by
March 31, 2003, accordingly,  the outstanding bank loan balance decreased by two
quarterly installments. Due to continued investment losses and earnings pressure
from lower yields on investments and cash equivalents, 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,  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 2003 debt  obligations
and,  with other  available  assets,  will  probably be adequate to service debt
obligations  through  2004. In addition,  the  Company's  Chairman has expressed
potential willingness to loan the Company an additional $3,000,000 if necessary,
which could service debt obligations through the majority of 2006.


FORWARD-LOOKING INFORMATION.

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

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

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

<PAGE>

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


Quantitative  and Qualitative  Risk. The primary changes in quantitative  market
risks during the three months ended March 31, 2003 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 Chief
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
Chief 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 6.  Exhibits and Reports on Form 8-K.

  a).  Exhibit 11:             Statement re: computation of per share earnings.
       Exhibit 99.1            Certification of Chief Executive Officer
       Exhibit 99.2            Certification of Chief Financial Officer


  b).  Reports on Form 8-K:    On January 6, 2003 the  Company filed  a Form 8-K
                               which noted that the Company's Board of Directors
                               has  authorized  $250,000  of  additional  common
                               stock   repurchase  capacity   and   the  Company
                               completed the  borrowing  of $2,000,000 from  the
                               Company's  Chairman  at the greater  of 6% annual
                               interest or prime plus one percent.



                                   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/ Brent L. Nemec
                                      ------------------------------------------
                                      Brent L. Nemec
                                      Treasurer and Principal Accounting Officer

Date:  May 20, 2003

<PAGE>

Part II - Other Information  (continued)


                  Certification of Principal Executive Officer
                 Certification for Quarterly Report on Form 10Q



I, Darrell R. Wells, certify that:

1)   I have reviewed this  quarterly report on  Form 10-Q of  Citizens Financial
     Corporation;

2)   Based on my  knowledge,  this quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements were made, not misleading with respect  to the period covered by
     this quarterly report;

3)   Based  on  my  knowledge,  the  financial  statements  and  other financial
     information  included  in  this  quarterly  report,  fairly present  in all
     material respects  the financial condition, results of operations  and cash
     flows  of  the  registrant  as  of, and for, the periods  presented in this
     quarterly report;

4)   The  registrant's  other  certifying  officers  and I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented   in  this   quarterly  report   our  conclusions  about  the
         effectiveness of the disclosure  controls and procedures  based  on our
         evaluation as of the Evaluation Date;

5)   The registrant's other certifying  officers and I have  disclosed, based on
     our  most  recent  evaluation,  to the registrant's auditors and  the audit
     committee of  registrant's  board of  directors (or persons  performing the
     equivalent function):

     a)  all  significant  deficiencies in  the design  or operation of internal
         controls  which  could  adversely  affect  the  registrant's ability to
         record,  process,   summarize   and  report  financial  data  and  have
         identified  for  the  registrant's auditors any  material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that  involves management  or other
         employees  who  have  a  significant role in  the registrant's internal
         controls; and

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or  in other  factors that  could  significantly  affect internal
     controls subsequent  to the  date of our most recent  evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Signature and Title:  /s/ Darrell R. Wells                    Date:  05/20/2003
                      ---------------------------            -------------------


<PAGE>

Part II - Other Information  (continued)


                  Certification of Principal Financial Officer
                 Certification for Quarterly Report on Form 10Q



I, Brent L. Nemec, certify that:

1)   I have  reviewed  this quarterly report on Form 10-Q of  Citizens Financial
     Corporation;

2)   Based on  my  knowledge,  this quarterly report does not contain any untrue
     statement of a material fact or omit  to state a material fact necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements were made, not misleading with respect to  the period covered by
     this quarterly report;

3)   Based  on  my  knowledge,  the  financial  statements  and  other financial
     information  included  in this quarterly  report,  fairly  present  in  all
     material respects the financial condition,  results of operations  and cash
     flows  of  the  registrant  as of, and for, the  periods  presented in this
     quarterly report;

4)   The  registrant's  other  certifying  officers  and I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating   to  the  registrant,  including  its
         consolidated  subsidiaries, is  made known to us by others within those
         entities,  particularly  during  the  period  in  which  this quarterly
         report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented   in  this   quarterly  report   our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures based  on our
         evaluation as of the Evaluation Date;

5)   The registrant's other certifying officers and I have  disclosed,  based on
     our  most  recent evaluation,  to the  registrant's auditors  and the audit
     committee of  registrant's  board of  directors (or persons  performing the
     equivalent function):

     a)  all  significant  deficiencies in  the  design or operation of internal
         controls  which  could  adversely  affect  the  registrant's ability to
         record,  process,  summarize   and  report  financial   data  and  have
         identified  for the  registrant's  auditors any  material weaknesses in
         internal controls; and

     b)  any fraud, whether or  not material, that involves management  or other
         employees  who have a  significant  role  in  the registrant's internal
         controls; and

6)   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls or  in  other factors  that  could  significantly  affect internal
     controls  subsequent  to the date of our most recent  evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.




Signature and Title:  /s/ Brent L. Nemec                      Date:  05/20/2003
                      ----------------------------------             -----------

<PAGE>


                                  EXHIBIT INDEX



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

       11           Statement re: computation of per share earnings

      99.1          Certification of Chief Executive Officer

      99.2          Certification of Chief Financial Officer