EXHIBIT 23.3


                         Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-86519)  pertaining to the Citizens  Financial  Corporation 1999 Stock
Option Plan of our report dated March 14, 2003 with respect to the  consolidated
financial statements and schedules of Citizens Financial Corporation included in
the Annual Report (Form 10-K) for the year ended December 31, 2002.



                                                           /s/ Ernst & Young LLP
April 4, 2003
Louisville, Kentucky