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


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


                            FORM 10-Q


         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES
         EXCHANGE ACT OF 1934
           For the quarterly period ended June 30, 2000

                                or

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES
         EXCHANGE ACT OF 1934
     For the transition period from __________ to __________



                  Commission file number 0-20148


                  CITIZENS FINANCIAL CORPORATION
      (Exact name of registrant as specified in its charter)


             Kentucky                         61-1187135
     (State of Incorporation)       (I.R.S. Employer Identification
                                                 No.)


       12910 Shelbyville Road, Louisville, Kentucky, 40243
             (Address of principal executive offices)


                          (502) 244-2420
                 (Registrant's telephone number)



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



              APPLICABLE ONLY TO CORPORATE ISSURERS:

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date:  Class A Stock - 1,761,415 as of August 7, 2000.

The date of this Report is August 11, 2000.

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

                                       1
<PAGE>

Part I - Financial Information;  Item 1 - Financial Statements




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



Six Months Ended June 30                          2000        1999
-------------------------------------------------------------------
Revenues:
  Premiums and other considerations        $11,768,194 $10,623,599
  Premiums ceded                              (485,350)   (459,238)
-------------------------------------------------------------------
    Net premiums earned                     11,282,844  10,164,361
  Net investment income                      2,965,696   3,114,506
  Net realized investment gains, net of
  expenses                                   6,324,889   3,954,078
  Other income                                 111,437      95,090
-------------------------------------------------------------------
Total Revenues                              20,684,866  17,328,035

Policy Benefits and Expenses:
  Policyholder benefits                      7,991,184   7,964,573
  Policyholder benefits ceded                 (422,577)   (632,594)
-------------------------------------------------------------------
    Net benefits                             7,568,607   7,331,979
  Increase in net benefit reserves           1,048,683     566,305
  Interest credited on policyholder
  deposits                                     406,104     451,561
  Commissions                                2,383,575   2,101,436
  General expenses                           3,180,856   2,767,594
  Interest expense                             379,307     251,674
  Policy acquisition costs deferred           (787,671)   (640,883)
  Amortization of deferred policy
  acquisition costs, value of insurance
  acquired, and goodwill                       627,495     704,409
-------------------------------------------------------------------
Total Policy Benefits and Expenses          14,806,956  13,534,075
-------------------------------------------------------------------
Income Before Income Tax Expense             5,877,910   3,793,960
Income Tax Expense                           2,140,000   1,095,000
-------------------------------------------------------------------
Net Income                                  $3,737,910  $2,698,960
-------------------------------------------------------------------
Net Income Per Common Share                      $2.12       $1.50
-------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.




                                       2
<PAGE>


Part I; Item 1  (continued)




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



Three Months Ended June 30                        2000        1999
-------------------------------------------------------------------
Revenues:
  Premiums and other considerations         $5,850,075  $5,493,912
  Premiums ceded                              (289,583)   (275,787)
-------------------------------------------------------------------
    Net premiums earned                      5,560,492   5,218,125
  Net investment income                      1,541,113   1,604,611
  Net realized investment gains, net of
  expenses                                   1,530,931   2,412,242
  Other income                                  66,555      83,182
-------------------------------------------------------------------
Total Revenues                               8,699,091   9,318,160

Policy Benefits and Expenses:
  Policyholder benefits                      3,758,649   3,917,139
  Policyholder benefits ceded                 (158,476)   (420,054)
-------------------------------------------------------------------
    Net benefits                             3,600,173   3,497,085
  Increase in net benefit reserves             813,390     692,030
  Interest credited on policyholder
  deposits                                     204,658     204,210
  Commissions                                1,200,652   1,106,811
  General expenses                           1,554,836   1,543,809
  Interest expense                             194,085     124,575
  Policy acquisition costs deferred           (427,734)   (332,815)
  Amortization of deferred policy
  acquisition costs, value of insurance
  acquired, and goodwill                       289,839     276,051
-------------------------------------------------------------------
Total Policy Benefits and Expenses           7,429,899   7,111,756
-------------------------------------------------------------------
Income Before Income Tax Expense             1,269,192   2,206,404
Income Tax Expense                             440,000     670,000
-------------------------------------------------------------------
Net Income                                 $   829,192  $1,536,404
-------------------------------------------------------------------

Net Income Per Common Share                      $0.47       $0.85
-------------------------------------------------------------------

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





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

Investments:
  Securities available for sale, at fair
  value:
    Fixed maturities (amortized cost of
    $67,575,527 and $68,958,634 in 2000
    and 1999,respectively)               $ 67,574,026  $ 69,501,248
    Equity securities (cost of
    $20,477,932 and $18,228,519 in 2000
    and 1999,respectively)                  24,309,287  22,941,274
  Investment real estate                     3,481,668   3,513,579
  Mortgage loans on real estate                156,000     158,309
  Policy loans                               4,051,069   4,059,801
  Short-term investments                       580,425     580,425
-------------------------------------------------------------------
Total Investments                          100,152,475 100,754,636

Cash and cash equivalents                   22,269,781  18,696,401
Accrued investment income                    1,193,569   1,145,447
Reinsurance recoverable                      3,420,210   3,607,349
Premiums receivable                            243,032     388,146
Property and equipment                       2,000,055   2,051,414
Deferred policy acquisition costs            5,201,027   4,690,774
Value of insurance acquired                  4,912,332   5,295,818
Goodwill                                       770,801     809,809
Federal income tax receivable                      ---     169,502
Other assets                                   434,977     370,734
-------------------------------------------------------------------
Total Assets                             $140,598,259  $137,980,030
-------------------------------------------------------------------

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




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

Liabilities:
Policy Liabilities:
  Future policy benefits                 $ 80,469,879 $  79,507,902
  Policyholder deposits                    15,284,544    15,811,486
  Policy and contract claims                1,321,114     1,456,030
  Unearned premiums                           184,900       176,779
  Other                                       264,114       241,502
-------------------------------------------------------------------
Total Policy Liabilities                   97,524,551    97,193,699

Notes payable                               8,250,000     8,500,000
Accrued expenses and other liabilities      3,046,667     2,270,660
Federal income tax payable                    367,498           ---
Deferred federal income tax                   566,619     1,979,214
-------------------------------------------------------------------
Total Liabilities                         109,755,335   109,943,573

Commitments and Contingencies

Shareholders' Equity:
  Common stock, 6,000,000 shares
  authorized;1,761,415 and 1,767,215
  shares issued and outstanding in
  2000 and 1999,respectively                1,761,415     1,767,215
  Additional paid-in capital                7,675,538     7,736,201
  Accumulated other comprehensive income    2,457,991     3,322,971
  Retained earnings                        18,947,980    15,210,070
--------------------------------------------------------------------
Total Shareholders' Equity                 30,842,924    28,036,457
--------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $140,598,259 $137,980,030
--------------------------------------------------------------------

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)



Six Months Ended June 30                         2000           1999
---------------------------------------------------------------------

Cash Flows from Operations:
Net income                                $  3,737,910  $   2,698,960
Adjustments to reconcile net income to
cash from operations:
  Increase in benefit reserves                 975,511        538,789
  Increase (decrease) in claim liabilities    (134,916)       107,981
  Decrease in reinsurance recoverable          187,139          9,357
  Interest credited on policyholder
  deposits                                     406,104        451,561
  Provision for amortization and
  depreciation, net of deferrals               (10,898)       197,938
  Amortization of premium and accretion
  of discount on
  securities purchased, net                     26,435         83,155
  Net realized investment gains             (6,324,889)    (3,954,078)
  Increase in accrued investment income        (48,122)       (81,368)
  Change in other assets and liabilities      (190,835)      (102,987)
  Decrease in deferred federal income tax
  liability                                   (967,000)       (13,014)
  Increase in federal income taxes payable     537,000        270,350
----------------------------------------------------------------------
Net Cash provided by (used in) Operations   (1,806,561)       206,644

Cash Flows from Investment Activities:
Cost of securities acquired                (52,508,753)   (31,785,122)
Investments sold or matured                 59,973,409     32,018,397
Investment management fees and margin
interest                                      (677,848)      (233,349)
Additions to property and equipment, net       (66,007)       (88,719)
Other investing activities, net                  9,533          7,401
----------------------------------------------------------------------
Net Cash provided by (used in) Investment
Activities                                   6,730,334        (81,392)

Cash Flows from Financing Activities:
Policyholder deposits                          425,556        368,808
Policyholder withdrawals                    (1,358,602)    (1,170,488)
Brokerage account advances, net               (100,884)    (1,328,241)
Payments on notes payable - bank              (250,000)      (255,000)
Repurchase of common stock                     (66,463)       (93,300)
----------------------------------------------------------------------
Net Cash used in Financing Activities       (1,350,393)    (2,478,221)

----------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash
Equivalents                                  3,573,380     (2,352,969)
Cash and Cash Equivalents at Beginning of
Period                                      18,696,401      8,301,999
----------------------------------------------------------------------
Cash and Cash Equivalents at End of Period $22,269,781   $  5,949,030
----------------------------------------------------------------------

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-Q  in   conformity   with   accounting
principles   generally   accepted  in  the  United   States.   The
accompanying  unaudited  condensed  financial  statements  reflect
all   adjustments   which  are,  in  the  opinion  of  management,
necessary  to a fair  presentation  of the results for the interim
periods.   All  such   adjustments  are  of  a  normal   recurring
nature.  For further  information,  refer to the December 31, 1999
consolidated  financial  statements and footnotes  included in the
Company's annual report on Form 10-KSB.



Note 2 - COMPREHENSIVE INCOME

The components of  comprehensive  income,  net of related tax, for
the three  months and six months  ended June 30, 2000 and 1999 are
as follows:

                              --------------------------------------------
                                 Three Months             Six Months
                                 Ended June 30,          Ended June 30,
--------------------------------------------------------------------------
COMPREHENSIVE INCOME:            2000     1999          2000     1999
--------------------------------------------------------------------------

  Net Income                $   829,192  $1,536,404 $3,737,910  $2,698,960
  Net unrealized gains
(losses) on securities       (3,111,712)   (543,028)  (864,980)    213,607
--------------------------------------------------------------------------
  Comprehensive Income      $(2,282,520) $  993,376 $2,872,930  $2,912,567
--------------------------------------------------------------------------


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  funerals and include  single premium and
multi-pay   policies  with  coverages   generally  in  amounts  of
$10,000  and less.  These  policies  are  generally  sold to older
individuals  at  increased  premium  rates.  Dental  products  are
term  coverages  generally  sold to small  and  intermediate  size
employer  groups.  Other Health products  include various accident
and health  coverages  sold to  individuals  and employer  groups.
Segment  information  as of June 30,  2000 and  1999,  and for the
periods then ended is as follows:


                                       7
<PAGE>



Part I; Item 1  (continued)


                                 Three Months              Six Months
                                Ended June 30,          Ended June 30,
------------------------------------------------------------------------------
REVENUE:                        2000        1999         2000         1999
------------------------------------------------------------------------------

  Home Service Life         $ 2,178,382 $ 2,290,329  $ 4,544,798  $ 4,427,256
  Broker Life                 1,470,882   1,533,610    2,965,840    3,087,760
  Preneed Life                1,228,505   1,022,484    2,280,474    1,808,055
  Dental                      1,950,207   1,721,092    3,835,510    3,397,389
  Other Health                  340,184     338,403      733,355      653,497
------------------------------------------------------------------------------
  Segment Totals              7,168,160   6,905,918   14,359,977   13,373,957
  Net realized investment
  gains, net of expenses      1,530,931   2,412,242    6,324,889    3,954,078
-----------------------------------------------------------------------------
  Total Revenue            $  8,699,091 $ 9,318,160  $20,684,866  $17,328,035
-----------------------------------------------------------------------------


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

                              -------------------------------------------
                                  Three Months          Six Months
                                 Ended June 30,       Ended June 30,
-------------------------------------------------------------------------
NET INVESTMENT INCOME:            2000     1999        2000     1999
-------------------------------------------------------------------------

  Home Service Life         $  537,315 $ 543,509  $1,029,043  $1,050,478
  Broker Life                  640,963   680,843   1,236,698   1,324,446
  Preneed Life                 329,844   349,005     637,621     679,012
  Dental                        10,056     8,417      18,701      16,303
  Other Health                  22,935    22,837      43,633      44,267
-------------------------------------------------------------------------
  Segment Totals           $1,541,113 $1,604,611  $2,965,696  $3,114,506
-------------------------------------------------------------------------


The Company  evaluates  performance  based on several factors,  of
which the primary  financial  measure is segment  profit.  Segment
profit   represents   pretax  earnings,   excluding  net  realized
investment  gains  and  interest  expense.  The  majority  of  the
Company's   realized   investment   gains   are   generated   from
investments   in  equity   securities.   The  equities   portfolio
averaged  (on  a  cost  basis)   approximately   $19,894,000   and
$19,839,000  during the six months  ended June 30,  2000 and 1999,
respectively.    If   these    funds   had   been    invested   in
fixed-maturities  yielding  7%,  realized  investment  gains would
have  declined  and the six  month  segment  profit  totals  below
would have  increased  by an  additional  $454,000 and $432,000 in
2000  and  1999,   respectively.   Investment   income   was  also
impacted  in the  first  half of 2000 due to the  accumulation  of
additional cash and cash  equivalent  positions in anticipation of
potential interest rate increases.

                                 -----------------------------------------
                                   Three Months           Six Months
                                  Ended June 30,        Ended June 30,
---------------------------------------------------------------------------
SEGMENT PROFIT (LOSS):            2000       1999       2000         1999
---------------------------------------------------------------------------

  Home Service Life           $ 52,708  $  (10,841) $  94,948   $    25,870
  Broker Life                   61,042      23,180    196,013       195,739
  Preneed Life                (228,571)   (122,174)  (555,223)     (301,366)
  Dental                       100,984      76,573    222,495       255,265
  Other Health                 (53,817)    (48,001)   (25,905)      (83,952)
----------------------------------------------------------------------------
  Segment Totals               (67,654)    (81,263)   (67,672)       91,556
  Net realized investment
  gains, net of expense      1,530,931   2,412,242  6,324,889     3,954,078
  Interest expense             194,085     124,575    379,307       251,674
----------------------------------------------------------------------------
  Income before Federal
  Income Tax                $1,269,192  $2,206,404 $5,877,910    $3,793,960
----------------------------------------------------------------------------


                                       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         Six Months
                                  Ended June 30,       Ended June 30,
------------------------------------------------------------------------
DEPRECIATION AND AMORTIZATION:     2000     1999       2000       1999
------------------------------------------------------------------------

  Home Service Life           $ 155,196  $  89,873  $ 304,565  $ 303,176
  Broker Life                   113,002    147,074    276,107    286,283
  Preneed Life                   74,167     87,995    152,807    208,066
  Dental                         12,664     10,218     26,262     23,808
  Other Health                    9,448      8,097     17,030     17,488
------------------------------------------------------------------------
  Segment Totals              $ 364,477  $ 343,257  $ 776,771  $ 838,821
------------------------------------------------------------------------


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



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

Home Service Life           $  49,321,088   $  47,347,032
Broker Life                    58,203,930      57,958,271
Preneed Life                   30,138,560      29,754,353
Dental                            842,201         913,939
Other Health                    2,092,480       2,006,435
---------------------------------------------------------
Segment Totals              $ 140,598,259   $ 137,980,030
---------------------------------------------------------


Note 4 - NET REALIZED INVESTMENT GAINS, NET OF EXPENSES

The Company  recorded  gross  pretax  reductions  to the  carrying
value of available for sale  securities  totaling  $2,762,000  and
$1,090,000  for the six  months  ended  June 30,  2000  and  1999,
respectively,   relating   to   declines   in  value   which  were
considered  by  management  to  be  other  than  temporary.  These
amounts are  reported as  reductions  of net  realized  investment
gains.   The  Company  also  nets  certain   direct,   incremental
investment  management  fees and margin loan interest cost against
net  realized   investment   gains   presented  in  the  Condensed
Consolidated   Statements   of   Income.   Such  costs  are  based
directly on or, are primarily  associated  with,  realized capital
gains.  Costs  netted  against  realized  investment  gains  total
$283,000  and  $297,000 for the six months ended June 30, 2000 and
1999, 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.


                                       9
<PAGE>


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



FINANCIAL  POSITION.  Shareholders'  equity totaled  approximately
$30,843,000   and   $24,565,000   at  June  30,   2000  and  1999,
respectively.    These   balances   reflect   net   increases   of
approximately  10%  and  13%,   respectively  for  the  six  month
periods  then ended.  As  described  above,  comprehensive  income
totaled  approximately  $2,873,000  and  $2,913,000  for  the  six
months   ended   June  30,   2000  and   1999,   respectively.   A
significant   portion   of   comprehensive   income   arose   from
appreciation  of  the  Company's  equity   securities   portfolio.
Equity  securities  comprised  approximately  17%  and  20% of the
Company's   total   assets   as  of  June  30,   2000  and   1999,
respectively.   Accordingly,   as  also   described   below,   the
Company's  financial  position  can be  significantly  affected by
movements  in the equities  markets.  Equity  portfolio  positions
increased  $2,249,000  on a cost basis and  $1,368,000 on a market
value basis  during the first six months of 2000.  Fixed  maturity
portfolio  positions  decreased  $1,927,000  on an amortized  cost
basis and  $1,383,000  on a market  value  basis  during  the same
period.   Cash  and  cash  equivalent   positions  also  increased
approximately $3,573,000 during the period.


OPERATIONS.   Net  premiums  and  other  considerations  increased
approximately  11% during  the first six  months of 2000  compared
to the first six  months of 1999.  This total  includes  increases
of 4%, 46%, 13% and 13% in the Home Service  Life,  Preneed  Life,
Dental, and Other Health segments,  respectively,  along with a 2%
decline  in  Broker  Life  premium.  The  Home  Service  Life  and
Preneed Life segments have each benefited  from product  redesign,
expanded  agent  recruiting and other focused  marketing  efforts.
Dental  premium  has  demonstrated   continuing  quarterly  growth
during  1999 and into  2000 due to  consistent  marketing  efforts
and a modest agent  incentive  program.  The Other Health  segment
represents  approximately  6% of total  premium.  The  decline  in
Broker Life  premium is due  primarily to lapses in a closed block
of  business  obtained  in the 1998  United  Liberty  acquisition.
The 5% decrease  in  investment  income  compared to the first six
months of the prior year is attributable  to increased  equity and
cash  equivalent  investment  positions  as  described  above  and
reduced income from investment real estate.

Total pretax earnings  increased  approximately  55% to $5,878,000
for the six  months  ended  June  30,  2000,  primarily  due to an
approximate  $2,371,000  increase  in realized  investment  gains,
net  of  expenses.   Pretax  Segment  Profit  (excluding  realized
investment  gains and  interest  expense) for the first six months
of 2000 was  approximately  $(68,000),  compared to  approximately
$92,000  for  the  first  six  months  of  1999.   This   decrease
resulted   primarily  from   additional   costs   associated  with
expanding  Preneed  Life  marketing  efforts,  reduced  investment
income  associated  with  increased  positions  in  the  favorable
equity  markets,   more  conservative  cash  and  cash  equivalent
investment   positions,   and   initiation  of  a  small  property
management  operation.  Improved  Home  Service  and  Broker  Life
mortality  partially  offset  these  items.  Additionally,  Dental
claims  experience  has  improved  compared  to the first  half of
1999,  although  expense  increases have offset this  improvement.
The Company is targeting  Preneed  volume  growth  within the next
few years sufficient to produce Preneed segment profits.

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     alternative     minimum-tax    credit
carryforwards   and  non-life   insurance   net   operating   loss
carryforwards.


CASH FLOW AND  LIQUIDITY.  Cash flow  used in  operations  totaled
$1,807,000  for the six months  ended June 30,  2000  compared  to
$207,000  provided by operations  for the same period in the prior
year.  This change resulted  primarily from additional  income tax
payments  made  in  the  current  year.  The  $6,730,000  of  cash
provided by  investing  activities  for the six months  ended June
30, 2000 resulted  primarily  from retaining the net proceeds from
realized  investments  gains as cash.  The $1,350,000 of cash used
in  financing  activities  during  the first six months of 2000 is
primarily  attributable  to annuity  and  Universal  Life  account
withdrawals.


YEAR 2000  ISSUE.  The  Company has  experienced  no  difficulties
with its internal  systems or with  third-party  systems that were
identified  as  year  2000  related.   The  Company  completed  an
internal  assessment  of  the  year  2000  issue  and  implemented
updated  releases or modified  its  software so that its  computer
systems will  function  properly with respect to dates in the year
2000 and thereafter.  However,  the possibility  remains that some
of the

                                       10
<PAGE>

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


Company's  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 in the future.


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:  (1) general economic  conditions and other factors,
including   prevailing  interest  rate  levels  and  stock  market
performance,  which may affect the  Company's  ability to sell its
products,  the market value of the Company's  investments  and the
lapse  rate  and  profitability  of  policies;  (2) the  Company's
ability to achieve  anticipated  levels of operating  efficiencies
and  meet  cash  requirements   based  upon  projected   liquidity
sources;  (3)  customer  response  to new  products,  distribution
channels and  marketing  initiatives;  (4)  mortality,  morbidity,
and  other  factors  which may  affect  the  profitability  of the
Company's  insurance  products;  (5) changes in the Federal income
tax laws  and  regulations  which  may  affect  the  relative  tax
advantages  of  some of the  Company's  products;  (6)  increasing
competition in the sale of insurance;  (7)  regulatory  changes or
actions,  including  those  relating to  regulation  of  insurance
products  and  insurance  companies;  (8) ratings  assigned to the
Company and its subsidiaries by independent  rating  organizations
which  the  Company  believes  are  important  to the  sale of its
products;  and  (9)  unanticipated  litigation.  There  can  be no
assurance   that  other  factors  not  currently   anticipated  by
management  will not also  materially  and  adversely  affect  the
Company's results of operations.


                                       11
<PAGE>

Part II - Other Information



Item 4.   Submission of Matters to a Vote of Security Holders.

          The 2000 annual meeting of shareholders of the Company was
          held on May 25, 2000.  At the meeting,
          eight incumbent directors were re-elected to serve until
          the 2001 annual meeting of shareholders.
          The names of the incumbent directors and shares of the
          Company's Class A Sock voted were as follows:

                        Candidate                  Votes
                      ----------------------   ----------

                       John H. Harralson,Jr.    1,516,023
                       Lane A. Hersman          1,511,323
                       Frank T. Kiley           1,516,023
                       Charles A. Mays          1,487,323
                       Earle V. Powell          1,515,923
                       Thomas G. Ward           1,516,023
                       Darrell R. Wells         1,465,886
                       Margaret A. Wells        1,465,886



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

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


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



                            SIGNATURES


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

                           CITIZENS FINANCIAL CORPORATION
                                /s/ Darrell R. Wells
                           BY: --------------------------------
                                Darrell R. Wells
                                President and Chief Executive
                                Officer

                                /s/ Brent L. Nemec
                           BY: --------------------------------
                                Brent L. Nemec
                                Treasurer and Principal
                                Accounting Officer

Date:  August 10, 2000

                                       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)





Six Months Ended June 30                          2000        1999
-------------------------------------------------------------------

Numerator:
  Net income                                $3,737,910  $2,698,960

Denominator:
  Weighted average common shares             1,762,943   1,799,116

Earnings Per Share                               $2.12       $1.50







Three Months Ended June 30                        2000        1999
-------------------------------------------------------------------

Numerator:
  Net income                                  $829,192  $1,536,404

Denominator:
  Weighted average common shares             1,761,672   1,797,804

Earnings Per Share                               $0.47       $0.85




                                       14
<PAGE>