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



                                November 9, 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 2.02    Results of Operations and Financial Condition

             The  registrant's  earnings  press release dated  November 9, 2004,
             reporting its third quarter 2004 results of operation and financial
             condition,  is attached  hereto as Exhibit 99.1 and incorporated by
             reference herein.

ITEM 9.01    Financial Statements and Exhibits
             (c) Exhibits (furnished pursuant to Item 2.02)

             The registrant's  earnings  press release  dated  November 9, 2004,
             reporting its third quarter 2004 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: November 9, 2004                                    /s/ Len E. Schweitzer
                                                          ----------------------
                                                              Len E. Schweitzer
                                                                  Treasurer
 






                                INDEX TO EXHIBITS

         Exhibit
          Number            Description
           99.1             Earnings Press Release dated November 9, 2004