UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

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



                                  May 23, 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)   (IRS Employer
                                                          Identification Number)


                             12910 SHELBYVILLE ROAD
                           LOUISVILLE, KENTUCKY 40243
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (502) 244-2420


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




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

                     99.1 Remarks  by  Lane  A. Hersman,  Registrant's Executive
                     Vice President, at the Registrant's 2003  Annual Meeting on
                     May 22, 2003


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

                     Remarks  by Lane  A. Hersman,  Registrant's  Executive Vice
                     President,  at  the  Registrant's  2003  Annual  Meeting on
                     May 22, 2003 relating to its fiscal year 2002 and 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


Date:             May 23, 2003                         /s/ Lane A. Hersman
                                                           Lane A. Hersman
                                                     Executive Vice President
                                                    and Chief Operating Officer


                                INDEX TO EXHIBITS

         Exhibit
         Number            Description
          99.1             Remarks  by Lane  A. Hersman,  Registrant's Executive
                           Vice  President,  at  the  Registrant's  2003  Annual
                           Meeting on May 22, 2003