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




                                    FORM 8-K

                                 CURRENT REPORT




                PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934



                                  May 22, 2003
                 Date of Report (Date of earliest event report)



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



        Kentucky                      0-20148                    61-1187135
(State of Incorporation)      (Commission file number)      (I.R.S. Employer
                                                             Identification No.)



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



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



                                 Not Applicable
          (Former name of former address, if changed since last report)



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ITEM 7.  Financial Statements and Exhibits
                  (c) Exhibits (furnished pursuant to Item 12)

99.1     Earnings Press Release dated May 22, 2003



ITEM 9.  Regulation FD Disclosure
                  (Item 12.  Results of Operations and Financial Condition

                  The  registrant's  earnings press  release dated May 22, 2003,
                  reporting  its first  quarter  2003 results of  operation  and
                  financial condition, is  attached  hereto  as Exhibit 99.1 and
                  incorporated  by  reference herein.  This information is being
                  furnished  under  Item 12  of Form 8-K  and is being presented
                  under  Item 9 of Form 8-K pursuant to  the U.S. Securities and
                  Exchange Commission's interim  filing guidance as set forth in
                  Release No. 33-8216.





                                    SIGNATURE

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


                                                  CITIZENS FINANCIAL CORPORATION
                                                           Registrant
                                         BY:       /s/ Lane A. Hersman
                                                   -----------------------------
                                                   Lane A. Hersman
                                                   Executive  Vice President and
                                                   Chief Operating Officer

Date:  May 22, 2003



                                                INDEX TO EXHIBITS

     Exhibit
      Number              Description
-------------------       ------------------------------------------------------
       99.1               Earnings Press Release dated May 22, 2003