SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

CITIZENS FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)

----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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2
CITIZENS FINANCIAL CORPORATION
The Marketplace, Suite 300
12910 Shelbyville Road
Louisville, Kentucky 40243

NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS

Meeting Date: May 25, 2000

Dear Shareholder:

You are cordially invited to attend this year's Annual Meeting of
Shareholders of Citizens Financial Corporation.

DATE: Thursday, May 25, 2000

TIME: 4:00 p.m., EDT (Louisville time)

PLACE: The Marketplace, Suite 300
12910 Shelbyville Road
Louisville, Kentucky 40243

PROPOSALS: The following proposals are on the agenda for action by
shareholders at the Annual Meeting:

1. To elect eight directors of the Corporation to serve until
the next Annual Meeting of Shareholders and until their
successors are elected and qualify; and

2. To transact such other business as may properly come before
the meeting.

RECORD DATE: The close of business on April 21, 2000, is the record date
for determining shareholders entitled to notice of and to vote
at the meeting.

Whether or not you plan to attend the meeting, please sign, date and
promptly return the enclosed proxy. You may attend the Annual Meeting even
though you have executed a proxy. If for any reason you desire to revoke your
proxy, you may do so at any time before the voting as described in the
accompanying proxy statement.

By Order of the Board of Directors,

DARRELL R. WELLS
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
April 28, 2000

PLEASE VOTE PROMPTLY

CITIZENS FINANCIAL CORPORATION
THE MARKETPLACE, SUITE 300
12910 SHELBYVILLE ROAD
LOUISVILLE, KENTUCKY 40243

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Citizens Financial Corporation. These
proxies will be voted at the Annual Meeting of Shareholders of Citizens
Financial on Thursday, May 25, 2000, beginning at 4:00 p.m, EDT. The Annual
Meeting will be held at The Marketplace, Suite 300, 12910 Shelbyville Road,
Louisville, Kentucky.

Your vote is important. Please complete, date and sign the accompanying
proxy card and return it in the postage-paid return envelope that has been
provided so you can be sure your shares are represented at the Annual Meeting.

This proxy statement provides information about Citizens Financial, the
proposals on the agenda for the Annual Meeting and this proxy solicitation. As
used in these materials, the terms "we", "our", "Citizens Financial" and the
"Company" refer to Citizens Financial Corporation. This proxy statement and the
enclosed proxy card are first being sent to shareholders on or about April 28,
2000.

VOTING

VOTING RIGHTS. You are entitled to notice of the Annual Meeting and to
vote your Class A Stock if our records showed that you owned your shares as of
the close of business on April 21, 2000. As of the close of business on that
date, there were 1,761,415 shares of Class A Stock outstanding and entitled to
vote. Each share of Class A Stock has one vote on all matters coming before the
Annual Meeting other than the election of directors. In the election of
directors, you are entitled under Kentucky law to exercise "cumulative" voting
rights. This means that you are entitled to cast as many votes as equals the
number of shares you own multiplied by the number of directors to be elected,
and you may cast all your votes for a single nominee or distribute them among
nominees in any manner you desire.

USING A PROXY CARD TO VOTE. If you hold your shares in your own name as
a holder of record, you may indicate on the enclosed proxy card how you want
your shares voted and sign, date and mail the proxy card in the postage-paid
envelope that we have provided to you. The persons named on the proxy card will
vote your shares in accordance with those instructions. If you give us a proxy
card without giving specific voting instructions, your shares will be voted for
the director nominees. We are not aware of any other matters to be presented at
the Annual Meeting except for those described in this proxy statement. If any
other matters not described in the proxy statement are properly presented at the
meeting, the persons named on the proxy card will have discretionary authority
to vote your shares, and will vote your shares in accordance with the
recommendations of the Board of Directors. If the meeting is adjourned, they may
vote your shares on the new meeting date as well, unless you revoke your proxy.
Shares represented by proxies received may be voted cumulatively.

If your Class A Stock is held in "street name," the broker, bank or
other nominee holding your shares will send you directions you must follow in
order to provide it with instructions on how to vote your shares.

HOW TO REVOKE YOUR PROXY. If you complete and mail in the proxy card
before the Annual Meeting, you may revoke the proxy at any time before it is
voted. You may revoke the proxy by (1) delivering written notice of revocation
to the Secretary of Citizens Financial or (2) delivering a later dated proxy or
(3) voting in person at the Annual Meeting.

VOTES REQUIRED. To transact business at the Annual Meeting, a majority
of the outstanding Class A Stock entitled to vote must be represented at the
meeting in person or by proxy. If you have returned a properly executed proxy
card or attend the meeting in person, your Class A Stock will be counted for the
purpose of determining whether there is a quorum, even if you wish to abstain
from voting on some or all matters introduced at the meeting. A "broker
non-vote" can occur if shares are held by a broker, bank or other nominee who
does not have authority to vote on a particular matter. Like abstentions, broker
non-votes will be counted for quorum purposes. We do not count abstentions or
broker non-votes as votes for or against a proposal. As a result, they will not
affect the outcome of the vote on the election of directors. In the election of
directors, the eight nominees receiving the greatest number of votes will be
elected directors at the Annual Meeting.

- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT

YOU MAY SAVE US THE EXPENSE OF A SECOND MAILING BY PROMPTLY RETURNING THE
ENCLOSED PROXY CARD. PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD
IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE
ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

- --------------------------------------------------------------------------------

2
5

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table reflects the beneficial ownership of our Class A
Stock, as of April 21, 2000 [i] by the only person we know to own beneficially
more than five percent (5%) of our Class A Stock, [ii] by each of our directors,
[iii] by each of the named officers reflected in the Summary Compensation Table
and [iv] by our directors and all of our executive officers as a group. Unless
otherwise indicated, we believe that each person named or included below has the
sole voting and investment power with respect to the amount of Class A Stock
listed.

OWNERSHIP OF CLASS A STOCK
PERCENT OF
SHAREHOLDER SHARES CLASS

Darrell R. Wells<F1>
Suite 310, 4350 Brownsboro Road
Louisville, Kentucky 40207 955,322<F2> 54.24%

John H. Harralson, Jr. 12,468 *
Lane A. Hersman 3,700 *
Frank T. Kiley 24,303 1.38%
Charles A. Mays 2,500 *
Earle V. Powell 16,465 *
Thomas G. Ward 24,169 1.37%
Margaret A. Wells<F1> 955,322<F2> 54.24%
Brent L. Nemec 0 *
Stephen L. Marco 100 *
Robert N. Greenwood 2,979 *
14 Directors and Executive Officers as a Group 1,042,663 59.19

- ------------------
* Less than 1%.
<F1> Darrell R. Wells is the husband of Margaret A. Wells. Under the federal
securities laws, a person is presumed to be the beneficial owner of securities
held by members of the person's immediate family sharing the same household.
Accordingly, the shares reported as beneficially owned by Mr. Wells and Ms.
Wells are the same shares.

<F2> Mr. Wells shares voting and investment power with respect to 67,315 shares
of the Class A Stock. Frank T. Kiley, who beneficially owns 24,303 shares of the
Class A Stock, may be deemed to be affiliated with Mr. Wells for certain
purposes.

PROPOSAL 1

ELECTION OF DIRECTORS

At the Annual Meeting, a full Board of Directors will be elected to
serve until the next Annual Meeting of Shareholders and until their respective
successors are elected and qualify. Under the Company's Bylaws, the Board of
Directors consists of eight (8) persons.

The persons named on the enclosed proxy card intend to vote the proxies
for the election of each of the eight nominees, unless you indicate on the proxy
card that your vote should be withheld from any or all such nominees, subject to
the matters described in "Discretionary Authority in Election of Directors,"
below. The Board of Directors has nominated John H. Harralson, Jr., Lane A.
Hersman, Frank T. Kiley, Charles A. Mays, Earle V. Powell, Thomas G. Ward,
Darrell R. Wells and Margaret A. Wells for election as directors. All of the
nominees were elected at the 1999 Annual Meeting of Shareholders and in previous
years as shown in the following table. The terms of all present directors will
expire at the conclusion of the election of directors at the Annual Meeting. All
of the nominees have agreed to serve if elected. If there are more nominees at
the Annual Meeting than there are directorships, the nominees receiving the
highest number of votes will be elected to the available directorships.

DIRECTOR PRINCIPAL OCCUPATION(S) OR
NAME, AGE, AND PRESENT OF THE EMPLOYMENT(S) DURING
POSITIONS WITH THE COMPANY COMPANY PAST FIVE OR MORE YEARS
AND THE INSURANCE SUBSIDIARIES <F1> SINCE AND CERTAIN DIRECTORSHIPS<F2>

John H. Harralson, Jr. 1990 Publisher, Southern Publishing d/b/a The Voice
72 Tribune (suburban newspaper publishing),
Director of the Company Louisville, Kentucky
and the Insurance Subsidiaries

Lane A. Hersman 1995 Present principal positions with the Company and
48 Citizens Security since July, 1995; formerly
Executive Vice President and Chief senior financial management positions with the
Operating Officer and Director of the Company since 1991 and Citizens Security since
Company; President and Chief Executive 1988
Officer and Director of the Insurance
Subsidiaries

Frank T. Kiley 1990 Principal, Security Management Company
53 (investments and investment management),
Director of the Company Louisville, Kentucky

Charles A. Mays 1994 Executive Vice President and Chief Financial
61 Officer, Commonwealth Bank and Trust Company,
Director of the Company Louisville, Kentucky
and the Insurance Subsidiaries

Earle V. Powell 1990 Retired; Trustee, Kentucky Teachers Retirement
83 Board
Director of the Company
and the Insurance Subsidiaries

Thomas G. Ward 1990 President, Third Kentucky Cellular Corporation
62 (telecommunications), Lexington, Kentucky;
Director of the Company President, Texas 5 Corporation
and the Insurance Subsidiaries (telecommunications), Lexington, Kentucky

Darrell R. Wells 1990 General Partner, Security Management Company
57 (investments and investment management),
President and Chief Executive Officer, Louisville, Kentucky. Director, Churchill Downs
Director and Chairman of the Board of the Incorporated and Jundt Growth Fund
Company

Margaret A. Wells 1993 Homemaker and civic volunteer
53
Director of the Company

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<F1> The Company's Insurance Subsidiaries are Citizens Security Life Insurance
Company ("Citizens Security"), the Company's corporate predecessor; United
Liberty Life Insurance Company ("United Liberty"); and Kentucky Insurance
Company ("Kentucky Insurance").

<F2> Directorships in publicly-held companies other than the Company, in
registered investment companies and, in the case of certain directors, other
organizations deemed material by them.

BOARD MEETINGS AND COMMITTEES

Our Board of Directors held five meetings during 1999. Each of the
directors attended at least 75% of the total number of meetings of the Board and
the committees on which such director served.

Our Board of Directors has delegated certain functions to standing
committees of the Board including the Executive and Audit committees. We have
not established standing nominating or compensation committees or committees
performing similar functions.

THE EXECUTIVE COMMITTEE: Held two meetings in 1999.

CURRENT MEMBERS: Messrs. Wells, Hersman, Kiley and Mays.

FUNCTIONS: This committee is authorized to perform all of the
functions of the Board except as limited by the
Company's Articles of Incorporation and Bylaws and by
certain provisions contained in the resolution of the
Board creating the Executive Committee.

THE AUDIT COMMITTEE: Held one meeting during 1999.

CURRENT MEMBERS: Ms. Wells and Messrs. Harralson, Kiley, Mays, Powell,
Ward and Wells.

FUNCTIONS: This committee makes recommendations to the Board
with respect to the selection of independent
accountants; the review and scope of internal and
independent audit arrangements; the independent
accountants' suggestions for strengthening internal
accounting controls; matters of concern to the
Committee, the independent accountants, or management
relating to our financial statements or other results
of the annual audit; the review of internal
accounting procedures and controls with our financial
and accounting staff; and the review of financial
statements and other financial information we
publish.

DISCRETIONARY AUTHORITY IN ELECTION OF DIRECTORS

We expect each nominee for election as a director to serve if elected.
If any nominee is not able to serve, the persons named on the proxy card, or
their substitutes, reserve the right to vote for a substitute nominee selected
by our Board of Directors. In addition, if any shareholder or shareholders vote
their shares for the election of a director or directors other than the nominees
named above, the persons named on the proxy card, or their substitutes, reserve
the right to vote cumulatively for some number less than all of the nominees
named above or any substitute nominees, as they may choose.

If for any reason more than eight (8) people are to be elected to our
Board of Directors, the persons named on the proxy card, or their substitutes,
may not vote for more than eight (8) nominees. If for any reason less than eight
(8) persons are to be elected directors, they reserve the right to vote such
shares for a reduced number of nominees from among those named above, or any
substitute nominees.

DIRECTOR COMPENSATION

Each member of the Board of Directors who is not a full-time employee
of the Company or its subsidiaries or who is not otherwise compensated as such
receives a fee of $1,900 per quarter if he or she attends all meetings of the
Board of Directors. Five hundred dollars is deducted from each quarterly payment
for each meeting missed by the director for that quarter.

EXECUTIVE OFFICERS OF THE COMPANY

Our executive officers, as listed below, are elected annually to their
executive offices and serve at the pleasure of our Board of Directors.

PRESENT POSITIONS WITH THE COMPANY PRINCIPAL OCCUPATION(S) OR EMPLOYMENT(S)
NAME/AGE AND THE INSURANCE SUBSIDIARIES <F1> DURING PAST FIVE OR MORE YEARS

Darrell R. Wells President and Chief Executive Officer, General Partner, Security Management
57 Director and Chairman of the Board of Company (investments and investments
the Company management), Louisville, Kentucky

Lane A. Hersman Executive Vice President and Chief Present principal positions with the
48 Operating Officer and Director of the Company and with Citizens Security
Company; President and Chief Executive since July, 1995; formerly senior
Officer and Director of the Insurance financial management positions with
Subsidiaries the Company since 1991 and with
Citizens Security since 1988

Robert N. Greenwood Vice President, Operations, of the Present position with the Company
65 Company; Senior Vice President, since 1992 and with Citizens Security
Operations, of Citizens Security and since 1989
United Liberty

James L. Head Vice President, Administration, of the Present positions with the Company
66 Company; Senior Vice President, since 1992 and with Citizens Security
Administration, of Citizens Security and since 1990
United Liberty

Stephen L. Marco Vice President and Chief Actuary of the Present positions with the Company
49 Company; Senior Vice President and Chief since 1993 and with Citizens Security
Actuary of Citizens Security and United since 1992
Liberty

Paul M. Marquess Vice President, Agency, of the Company; Present positions with the Company
62 Senior Vice President, Agency, of and Citizens Security since 1996;
Citizens Security and United Liberty formerly Manager, Management
Development, Agency Group, Providian
Corporation (insurance holding
corporation)

Brent L. Nemec Vice President, Accounting and Chief Present positions with the Company
45 Financial Officer, and Treasurer of the and Citizens Security since 1996;
Company; Senior Vice President, formerly Second Vice President,
Accounting and Chief Financial Officer, Financial Reporting, Agency Group,
and Treasurer of the Insurance Providian Corporation (insurance
Subsidiaries holding corporation)

Tonya G. Crawford Vice President, Pre-Need, of the Company Present position with the Company
37 and Senior Vice President, Pre-Need of since February, 1999 and with
Citizens Security and United Liberty Citizens Security since November,
1998; formerly Director of Operations
of United Liberty (acquired by
Citizens Security in 1998)

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<F1> The Company's Insurance Subsidiaries are Citizens Security Life Insurance
Company ("Citizens Security"), the Company's corporate predecessor; United
Liberty Life Insurance Company ("United Liberty"); and Kentucky Insurance
Company ("Kentucky Insurance").

EXECUTIVE COMPENSATION

The following table provides a profile of our executive compensation
and shows, among other things, salaries and bonuses paid during the last three
years for our President and Chief Executive Officer and each of the four other
most highly compensated executive officers of the Company.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION

OTHER
NAME AND PRINCIPAL POSITIONS ANNUAL ALL OTHER
WITH THE COMPANY YEAR SALARY BONUS COMPENSATION COMPENSATION<F3>

Darrell R. Wells, President and Chief 1999 $ 0 $ 0 $0 $ 0
Executive Officer and Chairman of the 1998 $ 0 $ 0 $0 $ 0
Board<F1> 1997 $ 0 $ 0 $0 $ 0

Lane A. Hersman, Executive Vice 1999 $118,412 $1,000 $0<F2> $3,673
President and Chief Operating Officer 1998 $109,779 $ 0 $0<F2> $2,933
and Director 1997 $108,354 $ 0 $0<F2> $2,276

Brent L. Nemec, Vice President, 1999 $103,289 $1,000 $0 $3,131
Accounting and Chief Financial Officer 1998 $ 96,208 $ 0 $0 $2,578
and Treasurer 1997 $ 94,700 $ 0 $0 $1,985

Stephen L. Marco 1999 $101,816 $1,000 $0 $3,450
Vice President and Chief Actuary 1998 $ 94,946 $ 0 $0 $2,544
1997 $ 93,701 $ 0 $0 $1,962

Robert N. Greenwood 1999 $100,924 $1,000 $0 $3,124
Vice President, Operations 1998 $ 94,362 $ 0 $0 $2,516
1997 $ 93,126 $ 0 $0 $1,937

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<F1> Mr. Wells has not received any salary or bonus for serving as an officer in
a part-time capacity.

<F2> Other Annual Compensation consists of personal use of an automobile. The
aggregate cost to us of such personal benefits did not exceed the lesser of
$50,000 or 10% of the annual salary received by Mr. Hersman.

<F3> The amounts shown in this column represent Company contributions to the
Company's 401(k) plan and term life insurance premiums, as follows:

Mr. Wells Mr. Hersman Mr. Nemec Mr. Marco Mr. Greenwood

401(K)
1999 $0 $2,235 $1,870 $1,924 $1,907
1998 $0 $1,556 $1,363 $1,345 $1,337
1997 $0 $1,083 $ 947 $ 937 $ 931

LIFE INSURANCE PREMIUMS
1999 $0 $1,438 $1,261 $1,526 $1,217
1998 $0 $1,377 $1,215 $1,199 $1,179
1997 $0 $1,193 $1,038 $1,025 $1,006

EMPLOYMENT AGREEMENTS

Mr. Hersman, Mr. Marco and Mr. Greenwood have employment agreements
with the Company and Citizens Security that provide for a severance payment of
one year's current salary unless such officer is terminated by reason of death,
voluntary resignation, or because such officer was terminated for "cause" as
described in the employment agreements.

BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION

The Board of Directors, other than Mr. Hersman, sets the compensation
and benefits of executive officers of the Company at one of its meetings held
after completion of the Company's financial statements for the preceding year.
The Board has not adopted a formal compensation policy and does not regularly
employ compensation consultants. In 1999, the only material component of
executive officer compensation was salary, in addition to benefits generally
available to all employees. The decision process begins with a salary proposal
by Mr. Hersman for each executive officer. In general, the Board intends that
salary levels will be near the median for executives with comparable
responsibilities at comparable companies in the insurance industry,

although reliable industry data is difficult to obtain, and that they will be
competitive with other opportunities available to Company executives. Salaries
are indirectly related to corporate performance in that improved Company
performance improves the climate for annual salary increases, but no portion of
executive salaries is contingent upon meeting specific criteria. The Company has
not adopted a bonus plan or other incentive compensation plan, other than the
1999 Stock Option Plan. No options have as yet been granted under the Plan.

Mr. Wells, the Company's president and chief executive officer, does
not receive any salary or bonus or benefits generally provided to employees of
the Company. Mr. Wells is the Company's largest beneficial shareholder and has
responsibilities for various other businesses not otherwise connected with the
Company.

John H. Harralson, Jr.
Frank T. Kiley
Charles A. Mays
Earle V. Powell
Thomas G. Ward
Darrell R. Wells
Margaret A. Wells

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and 10% owners to file reports of holdings and
transactions in our shares with the SEC. Based on our records and other
information, we believe that our directors, executive officers and 10% owners
met all applicable SEC filing requirements in 1999.

PERFORMANCE GRAPH

This graph compares our total shareholder returns with like data for
the Russell 2000 Index and the Center for Research in Securities Prices Total
Return Industry Index for Nasdaq Insurance Stocks. The graph assumes $100
invested at the per share closing price of the Class A Stock on the Nasdaq
SmallCap Market on December 31, 1994, in Citizens Financial and each of the
indices. All data assumes reinvestment of dividends. The Company has not
historically paid dividends.

[Performance Graph appears here]

1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----

Citizens Financial $100.00 $105.94 $105.00 $120.00 $165.00 $220.00

Russell 2000 Index $100.00 $128.44 $149.63 $183.09 $178.43 $216.35

Nasdaq Insurance Index $100.00 $142.05 $161.92 $237.52 $211.58 $164.29

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION

The members of the Board of Directors participating in executive
compensation decisions are John H. Harralson, Jr., Frank T. Kiley, Charles A.
Mays, Earle V. Powell, Thomas G. Ward, Darrell R. Wells and Margaret A. Wells.
Mr. Wells is a current executive officer of the Company and Mr. Powell was
president of Citizens Security until his retirement in 1989.

Mr. Wells has responsibilities for other businesses including those
that employ Mr. Kiley and Mr. Mays, and either determines or participates in the
determination of the compensation received by them from their respective
employers.

Mr. Wells and Mr. Kiley are affiliated with other entities that are
involved in continuing transactions with the Company. These transactions are
described in the next section.

CERTAIN TRANSACTIONS INVOLVING DIRECTORS AND
EXECUTIVE OFFICERS

Darrell R. Wells, the Company's president and chief executive officer,
provides us with securities portfolio management services under contracts with
us and our insurance subsidiaries through SMC Advisors, Inc., an investment
advisor entity of which he is the principal officer, a director, and the sole
shareholder. The contracts with SMC Advisors provide for us to pay annual fixed
fees plus incentive compensation equal to five percent (5%) of any net gain from
net realized and net unrealized capital gains and losses in the bond and stock
portfolios of the Company and our individual insurance subsidiaries during each
year. The fees we incurred under these contracts last year were as follows:
fixed fees of $39,000 (0.03% of average cash and invested assets for the year);
and incentive fees of $617,524 (0.54% of average cash and invested assets for
the year) on realized and unrealized capital gains of $12,350,480. Any excess of
net realized and unrealized capital losses over net realized and unrealized
capital gains at the end of a year is not carried forward to the next year. The
contracts provide for automatic renewal for successive one-year periods unless
we or SMC Advisors notifies the other, at least 30 days prior to the end of the
contract period, that we or it intends to terminate the contract. The contracts
have been renewed for 2000. The contracts are also subject to termination in
certain events of default or insolvency. Portfolio investments are limited to
investments that comply with the Kentucky Insurance Code and regulations and the
overall investment policies of the Company and our insurance subsidiaries.

Insurance laws require the Company to deposit portions of its assets in
bank custodial accounts for the protection of policyholders. The Company's
principal custodian for such statutory deposits and other assets is Shelby
County Trust Bank, which is controlled by Mr. Wells. The fees we pay the bank
are based on the amount of assets held. In 1999, we paid $85,396 in fees to the
bank. Mr. Kiley is a director of the bank.

Our subsidiary Corporate Realty Service, Inc. manages our home office
building, as well as two office buildings owned by partnerships controlled by
Mr. Wells. These partnerships pay management fees to Corporate Realty Service
based upon a percentage of rental income and leasing commissions according to a
prescribed schedule, and also reimburse certain salary expenses of Corporate
Realty Service. During 1999, the partnerships paid Corporate Realty Service
$52,674 in management fees, $21,030 in leasing commissions and $40,924 in salary
reimbursement. Mr. Kiley also owns interests in the partnerships.

OTHER MATTERS

We are not aware of any other matters requiring a vote of shareholders
at the Annual Meeting (except for procedural matters), and we do not expect any
such other matters to arise. If, however, any such other matters are presented,
the persons named on the enclosed proxy card, or any substitutes, will vote on
these matters according to their judgment of the best interests of the Company.

INDEPENDENT PUBLIC ACCOUNTANTS

On November 10, 1999, our Board of Directors approved the appointment
of Ernst & Young, LLP as our independent public accountants and auditors of our
financial statements for the year ending December 31, 1999. Ernst & Young, LLP
has conducted the audits of the Company since its organization in 1990 and has
conducted the audits of our predecessor Citizens Security since 1989. The Board
of Directors ordinarily selects our independent certified public accountant and
auditor in the last half of the year. It has not yet made a selection for the
current year.

We expect that a representative of Ernst & Young, LLP will be present
at the Annual Meeting, will have the opportunity to make a statement if the
representative desires to do so, and will be available to respond to appropriate
questions.

FINANCIAL STATEMENTS

Our most recent annual financial statements are contained in the 1999
Annual Report to Shareholders, which may be enclosed with this proxy statement.
You may obtain additional copies of the Annual Report by writing to the
President, The Marketplace, Suite 300, 12910 Shelbyville Road, Louisville,
Kentucky 40243. Although enclosed, you should not consider the Annual Report and
such financial statements as part of this proxy statement because we do not
consider the information contained in the Annual Report or financial statements
material for purposes of exercising your judgment regarding the matters
considered at the May 25, 2000 meeting.

PROPOSALS BY SHAREHOLDERS

If you wish to include a proposal in the Board of Directors' proxy
statement and form of proxy for presentation at the 2001 Annual Meeting of
Shareholders, your proposal must be received by the Company not later than
December 29, 2000. Any other proposal that you intend to bring before the 2001
Annual Meeting of Shareholders must be received by the Company not later than
March 14, 2001. All such proposals should be sent to the Secretary of the
Company at The Marketplace, Suite 300, 12910 Shelbyville Road, Louisville,
Kentucky 40243.

GENERAL INFORMATION

Our Board of Directors is conducting this solicitation of proxies
primarily by mail. We will bear the costs of the solicitation, which may include
reimbursement to brokerage firms and others for expenses involved in forwarding
this solicitation material for the Annual Meeting to you and other shareholders
on our behalf. Certain officers, directors, and regular employees of the Company
may also solicit proxies on behalf of the Board of Directors by means of
telephone calls, personal interviews, and mail at no additional expense to the
Company, except any actual out-of-pocket communications charges that, if
incurred, are not expected to exceed $500.

Whether or not you plan to attend the Annual Meeting, please mark,
sign, date and promptly return the enclosed proxy in the enclosed envelope. No
postage is required for mailing in the United States.

By Order of the Board of Directors,

DARRELL R. WELLS
PRESIDENT AND CHIEF EXECUTIVE OFFICER

APPENDIX TO PROXY STATEMENT
FORM OF PROXY CARD

(Front)

PROXY

CITIZENS FINANCIAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR SHAREHOLDERS MEETING ON MAY 25, 2000

The undersigned hereby appoints James L. Head and Len E. Schweitzer and
each or either of them, as true and lawful agents and proxies, with full power
of substitution in each, to represent the undersigned in all matters coming
before the 2000 Annual Meeting of Shareholders of Citizens Financial Corporation
to be held at the office of the Company, The Marketplace, Suite 300, 12910
Shelbyville Road, Louisville, Kentucky on Thursday, May 25, 2000 at 4:00 p.m.
Eastern Daylight Time, and any adjournments thereof, and to vote all shares
owned of record by the undersigned as follows:

1. ELECTION OF DIRECTORS
Nominees: John H. Harralson, Jr., Lane A. Hersman,
Frank T. Kiley, Charles A. Mays, Earle V. Powell,
Thomas G. Ward, Darrell R. Wells and Margaret A. Wells.

[ ] VOTE FOR all nominees listed above, except vote withheld
from the following nominees (if any):

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[ ] VOTE WITHHELD from all nominees listed above.

2. OTHER MATTERS
In their discretion, to vote with respect to any other matters
that may come before the Meeting or any adjournments thereof,
including matters incident to its conduct.

WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER
SPECIFIED ABOVE BY THE SHAREHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS ARE
NOT GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEM 1, WITH THE
DISCRETIONARY AUTHORITY SET FORTH IN THE ACCOMPANYING PROXY STATEMENT.

PLEASE DATE AND SIGN ON THE REVERSE SIDE

(Back)

Dated:_________________________, 2000
PLEASE SIGN EXACTLY AS
NAME APPEARS BELOW ____________________________Signature

____________________________Signature

(JOINT OWNERS SHOULD EACH SIGN.
ATTORNEYS-IN-FACT, EXECUTORS,
ADMINISTRATORS, CUSTODIANS, PARTNERS,
OR CORPORATION OFFICERS SHOULD GIVE
GIVE FULL TITLE).

PLEASE DATE, SIGN, AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE PROMPTLY.
NO POSTAGE IS NECESSARY IF MAILED
IN THE UNITED STATES.