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

June 30, 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 No.)



   
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 Transcript of remarks by Darrell R. Wells,
Registrant's President, at Registrant's 2004 Annual Meeting on June 30, 2004.

ITEM 12.

 

Results of Operations and Financial Conditions
 
 
 
Transcript of remarks by Darrell R. Wells, Registrant's
President, at Registrant's 2004 Annual Meeting on June
30, 2004 relating to 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.

Date: July 1, 2004 Citizens Financial Corporation
           Registrant


By:    /s/ Darrell R. Wells                  
     Darrell R. Wells

     President and Chief
      Executive Officer

Exhibit
Number
 
Description

    99.1

 

Transcript of remarks by Darrell R. Wells, Registrant's President, at
Registrant's 2004 Annual Meeting on June 30, 2004