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



                                 March 29, 2004
                Date of Report (Date of earliest event reported)


                         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)

              The registrant'  earnings  press  release  dated  March 29, 2004,
              Reporting its fiscal  year 2003 results of operation and financial
              condition, is attached hereto as  Exhibit 99.1 and incorporated by
              reference herein.

ITEM 12.      Results of Operations and Financial Condition

              The  registrant's  earnings  press  release dated  March 29, 2004,
              reporting its fiscal year 2003 results of  operation and financial
              condition, is  attached hereto as Exhibit 99.1 and incorporated by
              reference herein.


                                                               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: March 29, 2004                                _________________________
                                                       Len E. Schweitzer
                                                      Senior Vice President






                                INDEX TO EXHIBITS

         Exhibit
          Number            Description
           99.1             Earnings Press Release dated March 29, 2004