EXHIBIT 99

FOR IMMEDIATE RELEASE
SEPTEMBER 4, 1998


                           PRESS RELEASE

              MOST CITIZENS FINANCIAL PREFERRED STOCK
                        CONVERTS TO COMMON


     Louisville,  KY  (September 4, 1998) - Citizens Financial  Corporation
(NASDAQ: CNFL) announced  today  that the holders of 97% of its convertible
preferred stock elected to convert  their  shares  into common stock by the
September 3 deadline for conversion.  The Company purchased  the  remaining
preferred stock before the conversion deadline.

       As  a  result, the Company's common shares outstanding increased  by
718,000 to 1,803,000  shares,  shareholders  equity increased by $3,871,000
and the Company will not be required to redeem  any shares of the preferred
stock pursuant to the call for redemption it issued last month.

     Commenting on the Company's announcement, Darrell R. Wells, President,
said "the  conversion  of our preferred stock demonstrated strong  on-going
support  by  our  shareholders and  has improved our prospects for  further
growth."

     Citizens Financial  is  a $130 million insurance holding company based
in Louisville.  Its principal subsidiaries provide insurance products in 29
states and the District of Columbia.

                 For further information contact:

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


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