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


                                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 March 31, 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 May 5, 2000.

The date of this Report is May 8, 2000.

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


<PAGE>


Part I - Financial Information;  Item 1 - Financial Statements




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



Three Months Ended March 31                               2000           1999
------------------------------------------------------------------------------
Revenues:
  Premiums and other considerations                 $5,918,119     $5,129,687
  Premiums ceded                                      (195,767)      (183,451)
------------------------------------------------------------------------------
    Net premiums earned                              5,722,352      4,946,236
  Net investment income                              1,424,583      1,509,895
  Net realized investment gains, net of expenses     4,793,958      1,541,836
  Other income                                          44,882         11,908
------------------------------------------------------------------------------
Total Revenues                                      11,985,775      8,009,875

Policy Benefits and Expenses:
  Policyholder benefits                              4,232,535      4,047,434
  Policyholder benefits ceded                         (264,101)      (212,540)
------------------------------------------------------------------------------
    Net benefits                                     3,968,434      3,834,894
  Increase (decrease) in net benefit reserves          235,293       (125,725)
  Interest credited on policyholder deposits           201,446        247,351
  Commissions                                        1,182,923        994,625
  General expenses                                   1,626,020      1,223,785
  Interest expense                                     185,222        127,099
  Policy acquisition costs deferred                   (359,937)      (308,068)
  Amortization of deferred policy acquisition
  costs, value of insurance acquired, and goodwill     337,656        428,358
------------------------------------------------------------------------------
Total Policy Benefits and Expenses                   7,377,057      6,422,319
------------------------------------------------------------------------------
Income before Income Tax Expense                     4,608,718      1,587,556
Income Tax Expense                                   1,700,000        425,000
------------------------------------------------------------------------------
Net Income                                          $2,908,718     $1,162,556
------------------------------------------------------------------------------

Net Income Per Common Share                              $1.65          $0.65
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.


<PAGE>


Part I; Item 1  (continued)



               Citizens Financial Corporation and Subsidiaries
          Condensed Consolidated Statements of Financial Condition





                                                       March 31, December 31,
                                                            2000         1999
------------------------------------------------------------------------------
ASSETS                                               (Unaudited)

Investments:
  Securities available for sale, at fair value:
    Fixed maturities (amortized cost of
    $68,973,596 and $68,958,634 in 2000 and 1999,
    respectively)                                $  69,139,620  $  69,501,248
    Equity securities (cost of $20,447,977 and
    $18,228,519 in 2000 and 1999, respectively)     28,885,171     22,941,274
  Investment real estate                             3,489,593      3,513,579
  Mortgage loans on real estate                        156,000        158,309
  Policy loans                                       4,070,691      4,059,801
  Short-term investments                               580,425        580,425
------------------------------------------------------------------------------
Total Investments                                  106,321,500    100,754,636

Cash and cash equivalents                           22,283,911     18,696,401
Accrued investment income                            1,154,250      1,145,447
Reinsurance recoverable                              3,564,154      3,607,349
Premiums receivable                                    265,609        388,146
Property and equipment                               2,019,204      2,051,414
Deferred policy acquisition costs                    4,822,117      4,690,774
Value of insurance acquired                          5,101,157      5,295,818
Goodwill                                               790,305        809,809
Federal income tax receivable                              ---        169,502
Other assets                                           480,852        370,734
------------------------------------------------------------------------------
Total Assets                                      $146,803,059   $137,980,030
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.


<PAGE>


Part I; Item 1  (continued)



               Citizens Financial Corporation and Subsidiaries
          Condensed Consolidated Statements of Financial Condition




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

Liabilities:
Policy Liabilities:
  Future policy benefits                         $  79,742,308   $ 79,507,902
  Policyholder deposits                             15,441,182     15,811,486
  Policy and contract claims                         1,376,640      1,456,030
  Unearned premiums                                    186,686        176,779
  Other                                                284,803        241,502
------------------------------------------------------------------------------
Total Policy Liabilities                            97,031,619     97,193,699

Notes payable                                        8,375,000      8,500,000
Accrued expenses and other liabilities               3,588,924      2,270,660
Federal income tax payable                           2,162,365            ---
Deferred federal income tax                          2,504,757      1,979,214
------------------------------------------------------------------------------
Total Liabilities                                  113,662,665    109,943,573

Commitments and Contingencies

Shareholders' Equity:
  Common stock, 6,000,000 shares authorized;
    1,762,715 and 1,767,215 shares issued and
    outstanding in 2000 and 1999, respectively       1,762,715      1,767,215
  Additional paid-in capital                         7,689,188      7,736,201
  Accumulated other comprehensive income             5,569,703      3,322,971
  Retained earnings                                 18,118,788     15,210,070
------------------------------------------------------------------------------
Total Shareholders' Equity                          33,140,394     28,036,457
------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity        $146,803,059   $137,980,030
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.


<PAGE>


Part I; Item 1  (continued)

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



Three Months Ended March 31                               2000           1999
------------------------------------------------------------------------------

Cash Flows from Operations:
Net income                                       $   2,908,718  $   1,162,556
Adjustments to reconcile net income to cash
from operations:
  Increase (decrease) in benefit reserves              253,735       (115,734)
  Increase (decrease) in claim liabilities             (79,390)        83,516
  (Increase) decrease in reinsurance recoverable        43,195        (29,043)
  Interest credited on policyholder deposits           201,446        247,351
  Provision for amortization and depreciation,
  net of deferrals                                      52,357        187,496
  Amortization of premium and accretion of
  discount on Securities purchased, net                 14,585         42,036
  Net realized investment gains                     (4,793,958)    (1,541,836)
  (Increase) in accrued investment income               (8,803)       (27,609)
  Change in other assets and liabilities               (97,265)        78,087
  (Decrease) in deferred federal income tax
  liability                                           (631,867)       (62,077)
  Increase in federal income taxes payable           2,316,867        176,110
------------------------------------------------------------------------------
Net Cash provided by Operations                        179,620        200,853

Cash Flows from Investment Activities:
Cost of securities acquired                        (30,906,290)   (16,833,495)
Investments sold or matured                         35,851,906     14,999,895
Investment management fees and margin interest        (664,912)      (207,081)
Additions to property and equipment, net               (18,442)       (24,398)
Other investing activities, net                         (5,225)        19,154
------------------------------------------------------------------------------
Net Cash provided by (used in) Investment
Activities                                           4,257,037     (2,045,925)

Cash Flows from Financing Activities:
Policyholder deposits                                 160,646         157,734
Policyholder withdrawals                             (732,396)       (449,726)
Brokerage account advances, net                      (100,884)      1,318,383
Payments on notes payable - bank                     (125,000)       (127,500)
Repurchase of common stock                            (51,513)        (20,700)
------------------------------------------------------------------------------
Net Cash provided by (used in) Financing
Activities                                           (849,147)        878,191

------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash
Equivalents                                         3,587,510        (966,881)
Cash and Cash Equivalents at Beginning of Period   18,696,401       8,301,999
------------------------------------------------------------------------------
------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period       $ 22,283,911    $  7,335,118
------------------------------------------------------------------------------

See Notes to Condensed Consolidated Financial Statements.



<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 ended March 31, 2000 and 1999 are as follows:

                              ------------------------
                                Three Months Ended
                                     March 31,
------------------------------------------------------
COMPREHENSIVE INCOME:               2000        1999
------------------------------------------------------

  Net Income                   $2,908,718  $1,162,556
  Net  unrealized   gains  on
  securities                    2,246,732     756,635
------------------------------------------------------
  Comprehensive Income         $5,155,450  $1,919,191
------------------------------------------------------


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 March 31, 2000 and 1999, and for the periods then ended is as follows:

<PAGE>

Part I; Item 1  (continued)

                               ------------------------
                                 Three Months Ended
                                      March 31,
-------------------------------------------------------
REVENUE:                          2000        1999
-------------------------------------------------------

Home Service Life              $ 2,366,416 $ 2,136,927
Broker Life                      1,494,958   1,554,150
Preneed Life                     1,051,969     785,571
Dental                           1,885,303   1,676,297
Other Health                       393,171     315,094
-------------------------------------------------------
Segment Totals                   7,191,817   6,468,039
Realized investment gains,
net of expenses                  4,793,958   1,541,836
-------------------------------------------------------
Total Revenue                  $11,985,775 $ 8,009,875
-------------------------------------------------------


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

                             ------------------------
                               Three Months Ended
                                    March 31,
-----------------------------------------------------
INVESTMENT INCOME:              2000        1999
-----------------------------------------------------

  Home Service Life          $   491,728 $   506,969
  Broker Life                    595,735     643,603
  Preneed Life                   307,777     330,007
  Dental                           8,645       7,886
  Other Health                    20,698      21,430
-----------------------------------------------------
  Segment Totals             $ 1,424,583  $1,509,895
-----------------------------------------------------

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
averaged (on a cost basis)  approximately  $19,721,000 and $18,039,000 during
the three  months  ended  March 31,  2000 and  1999,  respectively.  If these
funds  had  been   invested  in   fixed-maturities   yielding  7%,   realized
investment  gains  would have  declined  and the three month  segment  profit
totals below would have  increased by an additional  $223,000 and $196,000 in
2000 and  1999,  respectively.  Investment  income  was also  reduced  in the
first quarter of 2000 due to the  accumulation  of  additional  cash and cash
equivalent positions in anticipation of potential interest rate increases.

                               ------------------------
                                 Three Months Ended
                                      March 31,
-------------------------------------------------------
SEGMENT PROFIT (LOSS):            2000        1999
-------------------------------------------------------

  Home Service Life            $    42,240 $    36,711
  Broker Life                      134,971     172,559
  Preneed Life                    (326,652)   (179,192)
  Dental                           121,511     178,692
  Other Health                      27,912     (35,951)
-------------------------------------------------------
  Segment Totals                       (18)    172,819
  Realized investment gains,
  net of expenses                4,793,958   1,541,836
  Interest expense                 185,222     127,099
-------------------------------------------------------
  Income before Federal
  Income Tax                   $ 4,608,718 $ 1,587,556
-------------------------------------------------------


<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
                                       March 31,
--------------------------------------------------------
DEPRECIATION AND AMORTIZATION:     2000        1999
--------------------------------------------------------

  Home Service Life              $149,369    $213,303
  Broker Life                     163,105     139,209
  Preneed Life                     78,640     120,071
  Dental                           13,598      13,590
  Other Health                      7,582       9,391
--------------------------------------------------------
  Segment Totals                 $412,294    $495,564
--------------------------------------------------------


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

                                 ------------------------
                                  March 31,  December 31,
---------------------------------------------------------
ASSETS:                             2000        1999
---------------------------------------------------------

Home Service Life             $ 50,971,289  $  47,347,032
Broker Life                     61,115,520     57,958,271
Preneed Life                    31,776,048     29,754,353
Dental                             808,996        913,939
Other Health                     2,131,206      2,006,435
---------------------------------------------------------
Segment Totals                $146,803,059  $ 137,980,030
---------------------------------------------------------


Note 4 - NET REALIZED INVESTMENT GAINS, NET OF EXPENSES

The Company  recorded  pretax  reductions to the carrying  value of available
for sale  securities  totaling  $2,820,000  and $675,000 for the three months
ended  March 31, 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 $714,641 and
$144,230 for the three months ended March 31, 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.


<PAGE>

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



FINANCIAL POSITION.  Shareholders' equity totaled  approximately  $33,140,000
and  $23,644,000  at March 31, 2000 and 1999,  respectively.  These  balances
reflect net  increases  of  approximately  18% and 9%,  respectively  for the
three month  periods then ended.  As described  above,  comprehensive  income
totaled  approximately  $5,155,000  and $1,919,000 for the three months ended
March  31,   2000  and  1999,   respectively.   A   significant   portion  of
comprehensive   income  arose  from  appreciation  of  the  Company's  equity
portfolios.  Equity  securities  comprised  approximately  20% and 18% of the
Company's  total  assets  as  of  March  31,  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  $2,219,000 on a cost basis and $5,944,000 on
a  market  value  basis,  during  the  first  three  months  of  2000.  Fixed
maturity  portfolio  positions  increased  $15,000 on an amortized cost basis
and  decreased  $360,000  on a market  value  basis  during the same  period.
Cash and cash equivalent  positions also increased  approximately  $3,588,000
during the period.


OPERATIONS.  Net premiums and other  considerations  increased  approximately
16%  during  the first  three  months  of 2000  compared  to the first  three
months of 1999.  This total  includes  increases of 14%,  62%, 13% and 27% in
the Home Service  Life,  Preneed  Life,  Dental,  and Other Health  segments,
respectively,  along  with a 3%  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  less  that  7%  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 6%  decrease  in  investment  income  compared to the first
three 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  190% to $4,609,000  for the
three  months  ended  March  31,  2000,   primarily  due  to  an  approximate
$3,252,000  increase in realized  investment  gains, net of expenses.  Pretax
Segment Profit  (excluding  realized  investment gains and interest  expense)
for the first three  months of 2000 was  approximately  break-even,  compared
to  approximately   $173,000  for  the  first  three  months  of  1999.  This
decrease  resulted  primarily from additional costs associated with expanding
Preneed Life and Home  Service 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 mortality in
all  life  insurance  lines  partially  offset  these  items.   Additionally,
Dental  profit  margins were slightly  below the first  quarter of 1999,  but
approximately $50,000 above the quarterly average for 1999.

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 from  operations  totaled  $180,000  for
the three  months  ended  March 31,  2000 which is  comparable  to a total of
$201,000  for the same  period  in the prior  year.  The  $4,257,000  of cash
provided by  investing  activities  for the three months ended March 31, 2000
resulted  primarily  from  conservatively  retaining  the net  proceeds  from
realized  investments  gains as cash.  The $849,000 of cash used in financing
activities  during the first three 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

<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.


<PAGE>

Part II - Other Information




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

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


      b). 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:  May 8, 2000



<PAGE>

                                EXHIBIT INDEX



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

      11       Statement re: computation of per share earnings

      27       Financial Data Schedule (electronic filing only)





<PAGE>




                                 EXHIBIT 11

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





Three Months Ended March 31                               2000           1999
------------------------------------------------------------------------------

Numerator:
  Net income                                        $2,908,718     $1,162,556

Denominator:
  Weighted average common shares                     1,762,715      1,800,443

Earnings Per Share                                       $1.65          $0.65

<PAGE>