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                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




                                December 19, 2002
                                -----------------
                Date of Report (Date of earliest event reported)


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

     KENTUCKY                            0-20148                 61-1187135
     --------                            -------                 ----------
(State of incorporation)         (Commission File Number)       (IRS Employer
                                                             Identification No.)



                         CITIZENS FINANCIAL CORPORATION
                             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)


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ITEM 5.  OTHER EVENTS

               On December 19, 2002,  the Registrant  announced that  management
had been granted the  authority to spend an  additional  $250,000 to  repurchase
shares of its common stock in open-market or  privately-negotiated  transactions
from time to time. The new authorization is in addition to $1,200,000 authorized
in 1998, of which $1,192,772 has been expended.  Prices paid will not exceed the
most recent book value of the common stock. Management will determine the number
of shares to be purchased  and the timing of purchases in its  discretion  based
upon a number of factors,  including the common  stock's market price and market
conditions,  and is not  limited by a timetable  or minimum  price  policy.  The
Registrant  may  discontinue  or  suspend  the  repurchase  program at any time.
Open-market purchases will be conducted in accordance with applicable SEC rules.
Repurchased  shares  will  be  used  for  general  corporate  purposes.  The new
authorization  required  approval from the Registrant's  bank lender,  which was
received on December 19, 2002.

               Also on December 19, 2002, the Registrant  borrowed $2,000,000 on
a  subordinated   basis  from  Darrell  R.  Wells,  an  officer,   director  and
shareholder,   that  it  then  contributed  to  the  capital  of  its  principal
subsidiary,  Citizens Security Life Insurance Company. The contribution was made
to ensure that Citizens  Security's  capital strength,  as measured by A.M. Best
and other  rating  agencies,  is  maintained.  The loan is  unsecured  and has a
maturity  of June 30,  2005.  Initially,  it bears  interest  payable at six (6)
percent on the first day of each calendar quarter  (beginning  January 1, 2003).
The rate will adjust on each interest payment date so as to equal the greater of
one (1)  percent  over  its bank  lender's  prime  rate on that  date or six (6)
percent Pursuant to a subordination  agreement  required by the bank lender, the
Registrant  will not be permitted  to pay  principal on the loan except with the
approval of the bank lender or to pay interest on the loan at any time a default
exists  under its loan from the bank  lender or certain  agreements  between Mr.
Wells and the bank  lender.  The  Registrant's  failure to make a payment to Mr.
Wells that is prohibited by the  subordination  agreement  will not constitute a
default under the loan from Mr. Wells. Mr. Wells is the  Registrant's  principal
shareholder,  chairman  of its  Board  of  Directors  and  President  and  Chief
Executive Officer.

               Also on December 19, 2002, the Registrant's bank lender agreed to
amend its loan  agreement with the Registrant to permit the loan from Mr. Wells,
to give  the  loan  favorable  treatment  for the  purpose  of  calculating  the
Registrant's  compliance  with  certain of its  financial  covenants in the loan
agreement,  and to permit the  additional  common  stock  repurchases  described
above.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS

           (c). Exhibits

                99  Press Release issued December 19, 2002

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                                    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: January 6, 2003                     /s/ LANE A. HERSMAN
                                              Lane A. Hersman
                                  Executive Vice President and Chief
                                             Operating Officer



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