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      Citizens Financial SEC Letter

    September
      14, 2005

    Via
      EDGAR and facsimile (202) 772-9217

    Mr.
      Jim
      B. Rosenberg

    Senior
      Assistant Chief Accountant

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    Mail
      Stop
      0306

    450
      Fifth
      Street, N.W.

    Washington,
      DC 20549

    Re:     Citizens
      Financial Corporation

                    Form
      10-K for the
      fiscal year ended December 31, 2004

                    File
      No.
      000-20148

    Dear
      Mr.
      Rosenberg:

    We
      confirm Citizen Financial Corporation’s (the “Company”) receipt of the letter
      from the United States Securities and Exchange Commission (Commission) dated
      August 25, 2005 regarding the Commission staff’s comments on the Company’s Form
      10-K for the fiscal year ended December 31, 2004. In connection with the letter,
      we acknowledge the following:

              ·

              the
                Company is responsible for the adequacy and accuracy of the disclosures
                in
                our filings;

              ·

              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.

    We
      also
      wish to confirm that we have read the staff’s comments and have provided our
      response to each question below. We have also included your comments for ease
      of
      review.

    Staff
      Comment #1 -- 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

          Mr.
            Jim
            B. Rosenberg

          September
            14, 2005

          Page
            2

    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.

    Company
      Response

    We
      acknowledge the staff’s comment to include in the contractual obligation table
      future policy benefits and claims and interest payments on long-term debt.
      We
      propose to include disclosure in the following format in the Company’s future
      filings on Form 10-K and in the Company’s Form 10-Q for the quarter ending
      September 30, 2005, under “Cash Flow and Liquidity” in Management’s Discussion
      and Analysis of Financial Condition and Results of Operations. The amounts
      shown
      below are as of June 30, 2005. Corresponding amounts as of September 30, 2005,
      and each fiscal year end thereafter would be contained in the Company’s
      September 30, 2005 10-Q and future 10-K filings.

    A
      summary
      of all known commitments of the Company as of June 30, 2005, including the
      aforementioned borrowings, and an estimate (based on reasonable assumptions
      and
      anticipated trends) of payments to be made for future policy benefits and
      contract claims, is as follows:

              Contractual
                Obligations

              Payments
                Due by Period

              Total

              Less
                than

              1
                Year

              1-3
                Years

              4-5
                Years

              After

              5
                Years

              Future
                Policy Benefits &

              Contract
                Claims (a)

              $

              112,316,720

              $

              9,085,052

              $

              13,667,234

              $

              11,754,762

              $

              77,809,672

              Note
                Payable to Bank

              $

              2,145,479

              $

              2,145,479

              --

              --

              --

              Note
                Payable to Related Party

              $

              3,180,000

              $

              3,180,000

              --

              --

              --

              Operating
                Leases

              $

              61,341

              $

              32,066

              $

              27,816

              $

              1,459

              --

    (a)
      anticipated cash benefit payments not including any future earnings or
      additional premiums.

    Management
      is not aware of any other commitments or unusual events that could materially
      affect the Company’s capital recourses.

          Mr.
            Jim
            B. Rosenberg

          September
            14, 2005

          Page
            3

    Staff
      Comment #2 -- 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.

    Company
      Response

    The
      investment yield assumption range of 6% to 7% has been included in Note 1-Nature
      of Operations and Significant Accounting Policies to the consolidated financial
      statements as part of the disclosure of the methods and assumptions used in
      estimating the liability for future policy benefits for our traditional life
      insurance products as required by Paragraph 60(b) of Statement of Financial
      Accounting Standards No. 60, Accounting
      and Reporting by Insurance Enterprises
      (“FAS
      60”). It should also be noted that this investment yield assumption is a
      long-term total return assumption for those investments backing the subject
      liabilities for long duration contracts based on estimates of investment yields
      expected at the time the insurance contracts were made. Further, as applicable
      to FAS 60 products and consistent with Paragraph 21 of FAS 60, such original
      assumptions continue to be used in subsequent accounting periods to determine
      changes in the liability for future policy benefits (often referred to as the
      “lock-in” concept).

    Accordingly,
      we do not believe that there is a direct correlation between the investment
      yield assumptions as required by FAS 60 and the 5-year range of investment
      income yield returns of 4.5% to 5.6% included in our Selected Financial Data
      Table. We further note these returns include only interest and dividend
      experience for all of our investments, including equities, backing all
      liabilities. However, the Company continually challenges all its assumptions,
      including challenging that its interest assumptions used in estimating the
      liabilities for future policy benefits for each block of new insurance contracts
      (a group of insurance contracts that may be limited to contracts issued under
      the same plan in a particular year) are consistent with circumstances, such
      as
      actual yields, trends in yields, portfolio mix and maturities, and the Company’s
      general investment experience, consistent with Paragraph 22 of FAS 60, and
      revises its long-term investment yield assumptions as considered appropriate.
      Future filings will include related disclosures regarding any revisions to
      long-term investment yield assumptions.

          Mr.
            Jim
            B. Rosenberg

          September
            14, 2005

          Page
            4

    We
      appreciate your review of the Company’s filing and your comments regarding the
      filing. Please let us know if you have additional comments.

    Very
      truly yours,

    /s/
      Len E.
      Schweitzer

    Len
      E.
      Schweitzer

                                                 Vice
      President and Chief Financial
      Officer