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




                                 FORM 10-QSB


           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
              For the quarterly period ended September 30, 1999

                                     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 - 1,786,515 as of
November 9, 1999.

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

The date of this Report is November 10, 1999.

                                       1
<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                            1999           1998
------------------------------------------------------------------------------
Revenues:
  Premiums and other considerations               $ 16,244,717  $  14,332,477
  Premiums ceded                                      (752,182)      (740,462)
------------------------------------------------------------------------------
    Net premiums earned                             15,492,535     13,592,015
  Net investment income                              4,400,131      3,832,777
  Net realized investment gains, net of expenses     5,666,355      2,532,217
  Other income                                         119,301         21,397
------------------------------------------------------------------------------
Total Revenues                                      25,678,322     19,978,406

Policy Benefits and Expenses:
  Policyholder benefits                             11,584,806     10,113,702
  Policyholder benefits ceded                         (854,488)      (835,182)
------------------------------------------------------------------------------
    Net benefits                                    10,730,318      9,278,520
  Increase in net benefit reserves                   1,237,198        485,239
  Interest credited on policyholder deposits           654,250        637,091
  Commissions                                        3,195,726      2,829,055
  General expenses                                   4,210,336      3,658,552
  Interest expense                                     379,112        335,933
  Policy acquisition costs deferred                 (1,052,956)      (725,246)
  Amortization of deferred policy acquisition
    costs and value of insurance acquired            1,077,431        944,779
------------------------------------------------------------------------------
Total Policy Benefits and Expenses                  20,431,415     17,443,923
------------------------------------------------------------------------------
Income before Federal Income Tax                     5,246,907      2,534,483
Federal Income Tax Expense                           1,400,000        494,000
------------------------------------------------------------------------------
Net Income                                           3,846,907      2,040,483
Dividends on Redeemable Convertible Preferred
Stock                                                      ---        279,650
------------------------------------------------------------------------------
Net Income Applicable to Common Stock             $  3,846,907   $  1,760,833
------------------------------------------------------------------------------

Net Income Per Common Share:
  Basic                                                  $2.14          $1.54
  Diluted                                                $2.14          $1.12
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.


                                       2
<PAGE>



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


Three Months Ended September 30                           1999           1998
------------------------------------------------------------------------------
Revenues:
  Premiums and other considerations                $ 5,621,118    $ 5,020,409
  Premiums ceded                                      (292,944)      (287,876)
------------------------------------------------------------------------------
    Net premiums earned                              5,328,174      4,732,533
  Net investment income                              1,285,625      1,552,033
  Net realized investment gains, net of expenses     1,712,277        463,188
  Other income                                          24,211         13,143
------------------------------------------------------------------------------
Total Revenues                                       8,350,287      6,760,897

Policy Benefits and Expenses:
  Policyholder benefits                              3,620,233      3,697,136
  Policyholder benefits ceded                         (221,894)      (260,387)
------------------------------------------------------------------------------
    Net benefits                                     3,398,339      3,436,749
  Increase in net benefit reserves                     670,893        159,178
  Interest credited on policyholder deposits           202,689        194,061
  Commissions                                        1,094,290        922,467
  General expenses                                   1,421,154      1,289,652
  Interest expense                                     127,438        143,866
  Policy acquisition costs deferred                   (412,073)      (180,375)
  Amortization of deferred policy acquisition
    costs and value of insurance acquired              394,610        420,702
------------------------------------------------------------------------------
Total Policy Benefits and Expenses                   6,897,340      6,386,300
------------------------------------------------------------------------------
Income before Federal Income Tax                     1,452,947        374,597
Federal Income Tax Expense                             305,000         16,000
------------------------------------------------------------------------------
Net Income                                           1,147,947        358,597
Dividends on Redeemable Convertible Preferred
Stock                                                      ---         76,700
------------------------------------------------------------------------------
Net Income Applicable to Common Stock              $ 1,147,947    $   281,897
------------------------------------------------------------------------------

Net Income Per Common Share:
  Basic                                                  $0.64          $0.22
  Diluted                                                $0.64          $0.20
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>

Part I; Item 1  (continued)



               Citizens Financial Corporation and Subsidiaries
          Condensed Consolidated Statements of Financial Condition





                                                  September 30,  December 31,
                                                          1999         1998
------------------------------------------------------------------------------
ASSETS                                               (Unaudited)

Investments:
  Securities available for sale, at fair value:
    Fixed maturities (amortized cost of
    $69,142,555 and $75,235,199 in 1999 and 1998,
    respectively)                                $  70,005,349  $  77,582,742
    Equity securities (cost of $21,709,891 and
    $14,733,876 in 1999 and 1998, respectively)     23,662,083     17,208,338
  Investment real estate                             3,411,771      3,618,698
  Mortgage loans on real estate                        160,537        164,757
  Policy loans                                       4,026,377      4,034,152
  Short-term investments                               594,805        594,805
------------------------------------------------------------------------------
Total Investments                                  101,860,922    103,203,492

Cash and cash equivalents                           12,848,460      8,301,999
Accrued investment income                            1,276,748      1,263,898
Reinsurance recoverable:
  Paid benefits and losses                              65,865         85,299
  Unpaid benefits, losses and IBNR                   3,242,551      3,379,063
Premiums receivable                                    415,109        407,571
Property and equipment                               2,068,939      1,846,768
Deferred policy acquisition costs                    4,614,506      4,120,215
Value of insurance acquired                          5,471,990      6,135,132
Goodwill                                               480,942        513,325
Other assets                                           305,728        242,361
------------------------------------------------------------------------------
Total Assets                                     $ 132,651,760  $ 129,499,123
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>

Part I; Item 1  (continued)



               Citizens Financial Corporation and Subsidiaries
          Condensed Consolidated Statements of Financial Condition






                                                    September 30,  December 31,
                                                            1999          1998
------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                 (Unaudited)

Liabilities:
Policy liabilities:
  Future policy benefits                         $  78,776,970  $  77,665,183
  Policyholder deposits                             15,978,396     16,323,652
  Policy and contract claims                         1,040,435      1,259,459
  Unearned premiums                                    181,723        208,524
  Other                                                239,790        187,779
------------------------------------------------------------------------------
Total Policy Liabilities                            96,217,314     95,644,597

Notes payable                                        6,127,500      6,510,000
Accrued expenses and other liabilities               5,093,389      3,627,214
Federal income tax payable                             608,922        667,013
Deferred federal income tax                            497,702      1,305,018
------------------------------------------------------------------------------
Total Liabilities                                  108,544,827    107,753,842

Commitments and Contingencies

Shareholders' Equity:
  Common stock, 6,000,000 shares authorized;
    1,788,115 and 1,802,615 shares issued and
    outstanding in 1999 and 1998, respectively       1,788,115      1,802,615
  Additional paid-in capital                         7,948,625      8,091,825
  Accumulated other comprehensive income             1,752,061      3,079,616
  Retained earnings                                 12,618,132      8,771,225
------------------------------------------------------------------------------
Total Shareholders' Equity                          24,106,933     21,745,281
------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity       $ 132,651,760  $ 129,499,123
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>

Part I; Item 1  (continued)

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


Nine Months Ended September 30                            1999           1998
------------------------------------------------------------------------------

Cash Flows from Operations:
Net income                                         $ 3,846,907    $ 2,040,483
Adjustments to reconcile net income to cash
from operations:
  Increase in benefit reserves                       1,196,450        503,910
  Decrease in claim liabilities                       (219,022)      (195,683)
 (Increase) decrease in reinsurance recoverable        155,946        (45,293)
  Interest credited on policyholder deposits           654,250        637,091
  Provision for amortization and depreciation,
  net of deferrals                                     258,477        425,798
  Amortization of premium and accretion of
  discount on securities purchased, net                113,459         72,600
  Net realized investment gains                     (5,666,355)    (2,532,217)
 (Increase) decrease in accrued investment
  income                                               (12,850)        64,858
  Change in other assets and liabilities               194,086       (178,658)
  Decrease in deferred federal income tax
  liability                                           (123,424)      (287,979)
  Increase (decrease) in federal income taxes
  payable                                              (58,091)       486,980
------------------------------------------------------------------------------
Net Cash provided by Operations                        339,833        991,890

Cash Flows from Investment Activities:
Cost of securities acquired                        (57,021,695)   (28,546,723)
Investments sold or matured                         62,160,723     30,870,497
Investment management fees and margin interest        (248,603)      (396,369)
Additions to property and equipment, net              (216,863)      (132,611)
Purchase of United Liberty Life Insurance
Company,net of cash acquired                               ---     (3,787,613)
Other investing activities, net                            302         37,249
------------------------------------------------------------------------------
Net Cash provided by (used in) Investment
Activities                                           4,673,864     (1,955,570)

Cash Flows from Financing Activities:
Policyholder deposits                                 571,832         543,575
Policyholder withdrawals                           (1,571,338)     (1,415,916)
Brokerage account advances, net                     1,072,470        (144,454)
Proceeds from note payable - bank                         ---       3,400,000
Payments on notes payable - bank                     (382,500)       (300,000)
Common stock issuance                                     ---          45,000
Repurchase of common stock                           (157,700)            ---
Preferred stock redemption                                ---        (169,139)
Dividends on redeemable convertible preferred
stock                                                     ---        (279,650)
------------------------------------------------------------------------------
Net Cash provided by (used in) Financing
Activities                                           (467,236)      1,679,416

------------------------------------------------------------------------------
Net Increase in Cash and Cash Equivalents           4,546,461         715,736
Cash and Cash Equivalents at Beginning of Period    8,301,999       6,180,576
------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period       $ 12,848,460     $ 6,896,312
------------------------------------------------------------------------------
See Notes to Condensed Consolidated Financial Statements.

                                       6
<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-QSB  in
conformity with generally accepted  accounting  principles.  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, 1998
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, 1999 and 1998 are as follows:

                              ------------------------------------------------
                                Three Months Ended       Nine Months Ended
                                   September 30,           September 30,
                              ------------------------------------------------
COMPREHENSIVE INCOME:            1999        1998        1999        1998
------------------------------------------------------------------------------

  Net Income                 $1,147,947     $358,597    $3,846,907 $2,040,483
  Net unrealized  losses
  on securities              (1,541,162)  (2,584,460)   (1,327,555)  (701,545)
------------------------------------------------------------------------------
  Comprehensive Income (Loss) $(393,215) $(2,225,863)   $2,519,352 $1,338,938
------------------------------------------------------------------------------


Note 3 - 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  September  30,  1999  and  1998,  and for the  periods  then  ended is as
follows:



                                       7
<PAGE>








Part I; Item 1  (continued)

                               ------------------------------------------------
                                 Three Months Ended       Nine Months Ended
                                    September 30,           September 30,
                               ------------------------------------------------
REVENUE:                          1999        1998        1999        1998
-------------------------------------------------------------------------------

  Home Service Life          $ 2,116,250 $ 2,111,972 $ 6,543,506 $ 6,373,423
  Broker Life                  1,394,076   1,557,583   4,481,836   4,081,565
  Preneed Life                   934,973     739,994   2,743,028   1,146,522
  Dental                       1,842,930   1,564,523   5,240,319   4,823,670
  Other Health                   349,781     323,637   1,003,278   1,021,009
-------------------------------------------------------------------------------
  Segment Totals               6,638,010   6,297,709  20,011,967  17,446,189
  Realized investment gains,
  net of expenses              1,712,277     463,188   5,666,355   2,532,217
-------------------------------------------------------------------------------
  Total Revenue              $ 8,350,287 $ 6,760,897 $25,678,322 $19,978,406
-------------------------------------------------------------------------------


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

                             ------------------------------------------------
                               Three Months Ended       Nine Months Ended
                                  September 30,           September 30,
                             ------------------------------------------------
INVESTMENT INCOME:              1999        1998        1999        1998
-----------------------------------------------------------------------------

  Home Service Life         $  436,156  $  474,839  $1,486,634 $ 1,449,808
  Broker Life                  549,510     661,817   1,873,956   1,693,148
  Preneed Life                 273,485     388,952     952,497     603,252
  Dental                         5,973       6,627      22,276      22,420
  Other Health                  20,501      19,798      64,768      64,149
-----------------------------------------------------------------------------
  Segment Totals            $1,285,625  $1,552,033  $4,400,131  $3,832,777
-----------------------------------------------------------------------------

The Company  evaluates  performance  based on several  factors,  of which the
primary  financial  measure  is segment  profit.  Segment  profit  represents
pretax  earnings,  except net realized  investment gains and interest expense
are excluded.  The majority of the Company's  realized  investment  gains are
generated  from  investments  in equity  securities.  The equities  portfolio
has  averaged (on a cost basis)  approximately  $20,313,000  and  $14,452,000
during the nine months ended  September 30, 1999 and 1998,  respectively.  If
these funds had been invested in  fixed-maturities  yielding  6.5%,  realized
investment  gains  would  have  declined  and the nine month  segment  profit
totals below would have  increased by an additional  $564,000 and $407,000 in
1999 and  1998,  respectively.  Investment  income  was also  reduced  in the
third  quarter  of  1999  due to the  accumulation  of  additional  cash  and
short-term  investment  positions in anticipation of potential  interest rate
increases.

                               ------------------------------------------------
                                 Three Months Ended       Nine Months Ended
                                    September 30,           September 30,
                               ------------------------------------------------
SEGMENT PROFIT (LOSS):            1999        1998        1999        1998
-------------------------------------------------------------------------------

  Home Service Life            $ 116,530   $ (50,982)   $142,400    $ 67,810
  Broker Life                   (182,334)    118,925      13,405     212,680
  Preneed Life                  (209,313)   (114,461)   (510,679)   (161,860)
  Dental                         149,847      57,811     405,112     195,152
  Other Health                    (6,622)     43,982     (90,574)     24,417
-------------------------------------------------------------------------------
  Segment Totals                (131,892)     55,275     (40,336)    338,199
  Realized investment gains,
  net of expenses              1,712,277     463,188   5,666,355   2,532,217
  Interest expense               127,438     143,866     379,112     335,933
-------------------------------------------------------------------------------
  Income before Federal
  Income Tax                  $1,452,947    $374,597  $5,246,907  $2,534,483
-------------------------------------------------------------------------------

                                       8
<PAGE>



Part I; Item 1  (continued)


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:     1999        1998        1999        1998
--------------------------------------------------------------------------------

  Home Service Life             $ 172,362   $ 178,509   $ 475,538   $ 509,594
  Broker Life                     196,253     248,770     482,536     479,970
  Preneed Life                     81,623      47,528     289,689      97,623
  Dental                           12,733      13,032      36,541      37,022
  Other Health                     14,322      14,485      31,810      32,335
--------------------------------------------------------------------------------
  Segment Totals                $ 477,293   $ 502,324  $1,316,114 $ 1,156,544
--------------------------------------------------------------------------------


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

                           ------------------------------
                             September 30,  December 31,
ASSETS:                             1999           1998
---------------------------------------------------------


Home Service Life              $45,279,655   $43,299,037
Broker Life                     56,506,798    55,139,933
Preneed Life                    28,226,112    28,513,188
Dental                             652,078       674,728
Other Health                     1,987,117     1,872,237
---------------------------------------------------------
Segment Totals                 $132,651,76  $129,499,123
---------------------------------------------------------


Note 4 - NET REALIZED CAPITAL GAINS, NET OF EXPENSE

The Company nets certain direct,  incremental  investment management fees and
margin loan  interest cost against net realized  investment  gains and losses
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 $304,900 and
$93,018 for the nine months ended September 30, 1999 and 1998, 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.


Note 6 - SUBSEQUENT EVENT

On October  14,  1999,  the  Company  acquired  all of the stock of  Kentucky
Insurance  Company  (KIC) for $3.5  million.  $2.5  million  of the  purchase
price was funded through  additional  bank borrowings at the prime rate, with
the balance  funded  internally.  KIC is licensed as a property  and casualty
insurance  company  in four  states  and has  approximately  $3.2  million of
statutory  capital  and  surplus;  however,  it  currently  has no  insurance
operations.


                                       9
<PAGE>

Part I;  Item 2 - Management's Discussion and Analysis or Plan of Operations



FINANCIAL   POSITION.   Fixed  maturities   decreased   $6,093,000  based  on
amortized  cost,  during the first  nine  months of 1999.  Equity  securities
increased  $6,976,000  on a cost  basis and  increased  $6,454,000  on market
value  basis,  during the same  period.  Gross  unrealized  appreciation  for
available-for-sale   fixed   maturities  and  equity   securities   decreased
approximately $2,007,000 during the nine months ended September 30, 1999.


OPERATIONS.  Net premiums and other  considerations  increased  approximately
14% during the first nine  months of 1999  compared  to the first nine months
of 1998.  This  increase is  primarily  attributable  to the  acquisition  of
United  Liberty Life  Insurance  Company  (United  Liberty)  during May 1998,
along with  approximately  4% growth in the Company's  other  product  lines.
Preneed Life premium  earned after the United Liberty  acquisition  accounted
for  approximately  9% of the overall  growth,  while Dental and Home Service
Life   increases   accounted  for  3%  and  1%  of  the   remaining   growth,
respectively.  The 15% increase in  investment  income  compared to the first
nine months of the prior year is also  primarily  attributable  to the United
Liberty acquisition.

Total pretax  earnings  increased  approximately  107% to $5,247,000  for the
nine  months  ended  September  30,  1999,  primarily  due to an  approximate
$3,134,000  increase in realized  investment  gains, net of expenses.  Pretax
Segment Profit  (excluding  realized  investment gains and interest  expense)
for the first nine  months of 1999 was  approximately  $(40,000)  compared to
$338,000 for the first nine months of 1998.  This  decrease is primarily  due
to  lower  investment  income  associated  with  increased  positions  in the
favorable  equity  markets,  larger  cash  and  short-term  positions  in the
investment  portfolio,  and costs  associated  with  expanding  the Company's
recently  acquired  Preneed Life segment.  Dental profit margins  continue to
improve  due to a number of sales and  profitability  initiatives,  including
selective  non-renewal  of groups with excessive  claim ratios.  Improvements
in Home Service Life  mortality  during 1999 were exceeded by adverse  Broker
Life  mortality.   The  Company  also  incurred   approximately   $50,000  of
additional  net  costs  associated  with  a  commercial  property  management
initiative.

The  Company's  increased  earnings has also  resulted in a higher  effective
income  tax rate  due to a  phasing-out  of  available  small-life  insurance
company  deductions  and full  utilization of previously  available  non-life
insurance net operating loss carryforwards.


CASH FLOW AND  LIQUIDITY.  Cash flow from  operations  totaled  $340,000  for
the nine months ended  September  30, 1999  compared to $992,000 for the same
period  in the  prior  year.  This  change  is  principally  attributable  to
higher  levels of income taxes paid for the current year.  The  $4,674,000 of
cash  provided by investing  activities  for the nine months ended  September
30, 1999  reflects  liquidation  of certain  fixed  maturity  positions  as a
hedge against  possible  interest  rate  increases,  while the  $1,956,000 of
cash used in investing  activities  for the nine months ended  September  30,
1998 was primarily  attributable  to the  acquisition  of United Liberty Life
Insurance  Company and growth in equity security  positions.  The $467,000 of
cash used in  financing  activities  during the first nine  months of 1999 is
primarily  attributable  to annuity and  Universal  Life account  withdrawals
net of an increase  in the  Company's  investment  margin  account  advances,
which total $2,580,000 at September 30, 1999.


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 embedded 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

                                       10
<PAGE>

Part I;  Item 2 - Management's Discussion and Analysis or Plan of Operations



the  year  2000  and   thereafter.   The  Company's  two  primary   insurance
administrative  systems  (Individual and Group) are vendor supplied  programs
which  have  been  modified  as  part  of  the  ongoing  vendor   maintenance
process.  The  peripheral,  internally  developed  programs  associated  with
these systems have also been modified.  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.  The  Company  has
verified these systems are year 2000 compliant.

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 Company'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 was  approximately  $100,000,  which is
primarily   internal  salary  cost  for  testing  and  modifying   peripheral
programs  associated with the Individual and Group insurance  systems.  These
costs have been  expensed.  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  believes its critical  systems are compliant,  there is no guarantee
disruptions  will not  occur.  Specifically,  from  year 2000  problems,  the
Company  could  experience  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 an event  could  result in a material  disruption
to the  Company's  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, if unforeseen  problems arise,
the Company will  utilize  supplemental  manual and  personal  computer-based
processing   procedures.   Regarding  third-party  systems,  the  Company  is
continuing   to  monitor  their   compliance   and  has  received  no  formal
notification of critical non-compliant systems.

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,  may  be  deemed  to  be  forward-looking
statements  that  involve  known and  unknown  risks and  uncertainties  that
could cause  actual  results to differ  materially  from those  expressed  or
implied  in the  forward-looking  statements.  Specific  factors  that  might
cause  such  a  difference   include,   but  are  not  limited  to  potential
fluctuations  in the  Company's  operating  results as a result  of:  general
economic  conditions;  investment  activities,  including  volatility  in the
equity  markets;  year 2000 risks;  competitive  factors,  including  pricing
pressures,  technological developments,  and product innovations; and changes
in federal and state laws and  regulations,  including  changes in  financial
services  industry  regulations  or tax laws.  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.

                                       11
<PAGE>

Part II - Other Information




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

      a). Exhibit 10.10 Citizens Financial Corporation 1999 Stock Option
                        Plan (filed as Appendix A to the Board of Directors'
                        Proxy Statement for the May 20, 1999 Annual Meeting
                        of Shareholders, filed April 22, 1999)

          Exhibit 11.   Statement re: computation of per share earnings.
          Exhibit 27.   Financial Data Schedule.


      b). none
                                 SIGNATURES


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

                               CITIZENS FINANCIAL CORPORATION

                               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:  November 10, 1999


                                       12
<PAGE>

                               EXHIBIT INDEX



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

      11       Statement re: computation of per share earnings

      27       Financial Data Schedule (electronic filing only)








                                       13
<PAGE>








                               EXHIBIT 11

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





Nine Months Ended September 30                            1999           1998
------------------------------------------------------------------------------

Numerator:
  Diluted:  Net income                              $3,846,907     $2,040,483
         Less: Preferred stock dividends                   ---       (279,650)
------------------------------------------------------------------------------
  Basic: Net income applicable to common stock      $3,846,907     $1,760,833
------------------------------------------------------------------------------

Denominator:
  Basic: Weighted average common shares              1,796,355      1,139,838
         Plus: Assumed conversion of preferred
         stock                                             ---        675,495
------------------------------------------------------------------------------
  Diluted:  Weighted average shares assuming
  preferred conversion                                1,796,355     1,815,333
------------------------------------------------------------------------------

Basic Earnings Per Share                                  $2.14         $1.54

Diluted Earnings Per Share                                $2.14         $1.12





Three Months Ended September 30                           1999           1998
------------------------------------------------------------------------------

Numerator:
  Diluted:  Net income                              $1,147,947       $358,597
            Less: Preferred stock dividends                ---        (76,700)
------------------------------------------------------------------------------
  Basic: Net income applicable to common stock      $1,147,947       $281,897
------------------------------------------------------------------------------

Denominator:
  Basic: Weighted average common shares              1,790,924      1,264,115
         Plus: Assumed conversion of preferred
         stock                                             ---        549,848
------------------------------------------------------------------------------
  Diluted:  Weighted average shares assuming
            preferred conversion                     1,790,924      1,813,963
------------------------------------------------------------------------------

Basic Earnings Per Share                                  $0.64          $0.22

Diluted Earnings Per Share                                $0.64          $0.20

                                       14
<PAGE>