[TYPE]     EX-27

                            FORM 10-Q AMENDED

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
(Mark One)

[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended September 30, 1996

                                OR

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________________ to _______________

                 Commission file number 000-20148


                  Citizens Financial Corporation
      (Exact name of registrant as specified in its charter)

                   Kentucky                          61-1187135
          (State or other jurisdiction of        (I.R.S. Employer
                  organization)                   Identification No.)
                                 
                                 
                                 
                    The Marketplace, Suite 300
                      12910 Shelbyville Road
                    Louisville, Kentucky 40243
                  (Address of principal offices)
                            (Zip Code)

                          (502) 244-2420
       (Registrant's telephone number, including area code)


                  _____________________________
       (Former name, former address and former fiscal year,
                  if changed since last report)


          Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes   X       No         

          Indicate the number of shares outstanding of each of the issuer's 
classes of common stock, as of the latest practicable date.  Class A Stock --
1,075,615 as of November 14, 1996

This report consists of   15  consecutively numbered pages.  An Exhibit Index
appears on page 11.

                                SIGNATURES
          Pursuant to the requirements of the Securities and Exchange Act of 
1934, Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                      CITIZENS FINANCIAL CORPORATION

                                      BY:___________________________
                                      Darrell R. Wells
                                      President and Chief Executive Officer

                                      BY:____________________________
                                      Brent L. Nemec
                                      Treasurer and Principal Accounting Officer