SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549



                                           Form 8-K


                                        Current Report

                              Pursuant to Section 13 or 15(d) of
                              The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)      December 15, 1997         



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





     Kentucky 0-20148  61-1187135 (State or other (Commission  (I.R.S.  Employer
jurisdiction File Number) Identification No.) of incorporation)



     The Marketplace,  Suite 300 12910  Shelbyville Road,  Louisville,  Kentucky
40243 (Address of principal executive offices) (Zip Code)




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





                                                                                
                 (Former name or former address, if changed since last report)




INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.  Other Events

     On December  15 , 1997,  Citizens  Financial  Corporation  (the  "Company")
issued the following press release concerning a proposed acquisition:


FOR IMMEDIATE RELEASE
December 12, 1997


                       Citizens Financial Plans to Acquire Ohio Insurer


     LOUISVILLE-December  15,  1997 - Citizens  Financial  Corporation  (NASDAQ:
CNFL) of Louisville,  Kentucky today  announced it has entered into an agreement
to acquire United  Liberty Life  Insurance  Company from Chaswil United Corp., a
privately-held Cincinnati insurance holding company.

     United is an  Ohio-chartered  life and health insurer and is licensed to do
business in 20 states.  At September  30, 1997, it reported  admitted  assets of
about $40 million  and  statutory  capital and surplus of about $3 million.  Its
administrative offices are located in Cincinnati, Ohio.

     Under the  agreement,  Chaswil will sell United to Citizens  Financial  for
approximately  $7.8  million in cash,  subject  to  satisfactory  completion  of
business and legal  reviews and closing  adjustments.  The  transaction  is also
subject to state and federal regulatory clearance.

     Commenting  on the proposed  transaction,  Darrell R. Wells,  President and
Chief Executive Officer of Citizens Financial,  said, "The acquisition of United
would represent another step in our growth-through-acquisitions  strategy.  It
would   increase  our  assets  to  well  over   $100,000,000   and  give  us  an
up-and-running  presence in the pre-need  funeral  funding  niche,  as well as a
substantial block of traditional life insurance."

     Citizens  Financial  owns  Citizens  Security  Life  Insurance  Company,  a
Kentucky-chartered  life and health  insurer based in Louisville  with statutory
admitted assets of about  $71,000,000 and statutory capital and surplus of about
$9,000,000.  If the deal is completed,  Citizens Financial plans to merge United
Liberty into Citizens Security.



For further information contact:

                                        Lane A. Hersman
                                   Executive Vice President
                                         502/244-2420


                                              2




                                          Signatures


     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



                                 By:/s/_________________________________________
                                       Lane A. Hersman, Executive Vice President



Date:  December 15, 1997










                                              3