SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

August 25, 2005

Mr. Darrell R. Wells
President and Chief Executive Officer
Citizens Financial Corporation
12910 Shelbyville Road
Lousiville, KY 40243

Re:	Citizens Financial Corporation
	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 31, 2005
	File No.  000-20148

Dear Mr. Wells:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Cash Flow and Liquidity, page 28

1. We note that the Company has not included its policy benefits
and
claims payable or interest on long term debt in the contractual
obligation table, and it would appear that these liabilities
represent future legal obligations of the Company.  Due to the
significant nature of these liabilities to your business we
believe
the inclusion of these items in the contractual obligation table
will
provide investors increased disclosure of your liquidity.  The
purpose of Financial Reporting Release 67 is to obtain enhanced
disclosure concerning a registrant`s contractual payment
obligations
and the exclusion of ordinary course items would be inconsistent
with
the objective of the Item 303(a)(5) of Regulation S-K.  Based on
the
above factors, please revise your contractual obligation table to
include the expected settlement of your loss reserves and interest
payments on long term debt.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 1 - Nature of Operations and Significant Accounting Policies

Benefit Reserves and Policyholder Deposits, page 41

2. We note from your disclosure that your investment yield
assumptions range from 6% to 7%.  We also refer to page 24 where
you
disclose the actual investment yield of your investment portfolio,
which ranges from 4.5% to 5.6% for the five years presented.
Please
explain to us why you believe your investment yield assumptions
are
appropriate considering the fact that your actual yields have been
lower than the low end of your assumed investment yield.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your letter on EDGAR under the
form type label CORRSEP.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Dana Hartz, Staff Accountant, at (202) 551-
3648
or Joseph Roesler, Review Accountant, at (202) 551-3628 if you
have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 551-3679.

								Sincerely,

								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. Darrell R. Wells
Citizens Financial Corporation
August 25, 2005
Page 3

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