U.S. SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549


                                       FORM 10-QSB /A
                                       AMENDMENT NO. 1

 
 
             NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF
                THE SECURITIES  EXCHANGE ACT  OF 1934

               For the quarterly period ended September 30, 1998

                                             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 small business issuer 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
                                 (Issuer's telephone number)




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


                            APPLICABLE ONLY TO CORPORATE ISSURERS

     State the number of shares  outstanding of each issuer's  classes of common
equity,  as of the latest  practicable  date:  Class A Stock -  1,802,615  as of
November 12, 1998.

Transitional Small Business Disclosure Format (Check one):   Yes  --  No  X






Part I; Item 2  


                       Citizens Financial Corporation and Subsidiaries
             Revised Managemen's Discussion and Analysis or Plan of Operations
                                         (Unaudited)



     The undersigned registrant hereby amends its Quarterly Report on Form 10QSB
for the  period  ended  September  30,  1998 to  include  additional  disclosure
regarding status of the year 2000 issue.


Year 2000 Issue:


     Some of the Company's older computer programs were written using two digits
rather than four to define the  applicable  year.  As a result,  those  computer
programs  could fail to  properly  distinguish  between  dates in the 1900's and
2000's. This could cause system failures or miscalculations, creating disruption
of operations,  including,  among other things, a temporary inability to process
insurance  transactions,  conduct banking activities,  or engage in other normal
business  activities.  Also,  some systems and equipment  that are not typically
thought  of  as "computer-related"  ("non-IT")  contain  imbedded  hardware  or
software that may not perform properly after 1999.

     The Company has completed an internal assessment of the year 2000 issue and
implemented a program to install updated releases or modify its software so that
its computer  systems will  function  properly with respect to dates in the year
2000 and thereafter.  The Company's two primary insurance administrative systems
(Individual  and  Group) are vendor  supplied  programs  which have been or, are
being modified as part of the ongoing vendor maintenance  process.  Modification
of the  Individual  insurance  system is complete.  The Group  insurance  system
modifications  are  currently  being tested by the vendor and are expected to be
installed  and tested by the Company by June 30, 1999.  Most of the  peripheral,
internally  developed  programs  associated  with these  systems  have also been
modified,  and those  remaining  are scheduled to be completed by June 30, 1999.
The Company's  investment  accounting and general ledger systems are also vendor
supplied programs which have been properly updated. The Company's primary non-IT
systems  involve  building  equipment  control  modules at its home  office.  No
significant  issues are expected with these systems and verification is expected
to be complete by March 31, 1999.

     The most significant  third-parties  potentially  impacting the Company are
banks,  investment  brokers,  and  suppliers  of utility  and  telecommunication
services.  Their critical functions include  safekeeping and managing investment
portfolios,  processing the Compan's  operating  bank  accounts,  and supplying
utilities.  Assurances  of year  2000  compliance  have been  received  from the
Company's primary banking service provider and many other key providers. Efforts
are ongoing to obtain additional assurances.

     The total year 2000 project cost is  estimated  at  approximately  $100,000
which is primarily  internal  salary cost for testing and  modifying  peripheral
programs   associated   with  the  Individual  and  Group   insurance   systems.
Approximately  half of this  total  has  been  incurred  and  expensed  with the
remaining  half to be incurred and  expensed  over the next four  quarters.  The
direct cost of modifying  the  Individual  and Group system  vendor  programs is
included in annual maintenance fees which total approximately $25,000.

     The Company has investments in publicly and privately placed securities and
loans.  The Company  may be exposed to credit  risk to the extent  that  related
borrowers are materially  adversely  impacted by the year 2000 issue.  Portfolio
diversification reduces the overall risk.

     Although the Company  expects its critical  systems to be compliant by June
30,  1999,   there  is  no  guarantee  that  these  results  will  be  achieved.
Specifically, from year 2000 problems, the Company could experience

Part I; Item 2 continued  


     an  interruption  in its ability to collect and process  premiums,  process
claim  payments,  safeguard and manage its invested  assets and  operating  cash
accounts,  accurately  maintain  policyholder  information,  accurately maintain
accounting records, issue new policies and/or perform adequate customer service.
While the Company  believes the  occurrence  of such a situation is unlikely,  a
possible  worst  case  scenario  might  include  one or  more  of the  Company's
significant insurance systems being non-compliant.  Such event could result in a
material disruption to the Companys operations.  Should the worst case scenario
occur,  it could,  depending  on its  duration,  have a  material  impact on the
Company's  results of operations  and liquidity and  ultimately on its financial
position.

     With  respect to contingency plans for the Group insurance system, if
unforeseen delays are encountered during the next few months, the Company will
develop  supplemental  manual processing  procedures to assist with group claims
adjudication.  This is not  expected to be a significant issue, as most group
insurance  processing is not dependent on date sensitive data. Regarding
third-party systems, the Company is continuing to assess their compliance and
will continue to reassess the need for formal contingency plans, based on
progress of year 2000 efforts by the Company and third parties.



Forward - Looking Information:

     The Company makes forward-looking statements from time to time and desires
to take advantage of the "safe harbor" which is afforded such  statements  under
the Private Securities  Litigation Reform Act of 1995 when they are accompanied
by meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those in the forward-looking
statements.

     The statements  contained in this "Management's  Discussion and Analysis or
Plan of  Operations,"  and  statements  contained  in  future  filings  with the
Securities and Exchange  Commission and publicly disseminated press releases,
and  statements  which may be made from time to time in the future by management
of the Company in  presentations  to shareholders,  prospective  investors,  and
others  interested in the business and financial  affairs of the Company,  which
are not historical facts, are forward-looking  statements that involve risks and
uncertainties  that could cause actual results to differ  materially  from those
set  forth in the  forward-looking  statements.  Any  projections  of  financial
performance  or statements  concerning  expectations  as to future  developments
should  not  be  construed  in  any  manner as  a  guarantee  such  results  or
developments  will,  in  fact,  occur.  There  can  be  no  assurance  that  any
forward-looking  statement  will be  realized  or  actual  results  will  not be
significantly different from those set forth in such forward-looking  statement.
In addition to the risks and uncertainties of ordinary business operations,  the
forward-looking  statements of the Company referred to above are also subject to
risks and uncertainties.




                               CITIZENS FINANCIAL CORPORATION

                                         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,therunto 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:  January 15, 1999