UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(dD) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES EXCHANGE~~Date ~~ACT~~of OFReport ~~1934~~(Date of earliest event report) August 9, 2007 CITIZENS FINANCIAL CORPORATION (Exact name of registrant as specified in its charter)

Date of report (Date of earliest event reported) July 2, 2007

KENTUCKY	0-20148	61-1187135
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~Citizens~~12910 ~~Financial~~SHELBYVILLE ~~Corporation~~ROAD ~~(Exact~~LOUISVILLE, ~~Name~~KENTUCKY of40243 ~~Registrant~~(Address asof ~~Specified~~principal inexecutive ~~its Charter~~offices)

Kentucky	000-20148	61-1187135
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

~~12910~~Not ~~Shelbyville~~Applicable ~~Road~~Former ~~Louisville,~~name KYor ~~40243~~former ~~(Address~~address, ofif ~~Principal~~changed ~~Executive~~since ~~Offices)~~last report

~~Registrant’s~~Check the appropriate ~~telephone~~box ~~number,~~below ~~including~~if ~~area~~the ~~code~~Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (~~502)~~see ~~244-2420~~General Instruction A.2. below):

~~N/A~~[ ] Written communications ~~(Former~~pursuant ~~Name~~to orRule ~~Former~~425 ~~Address,~~under ifthe ~~Changed~~securities ~~Since~~Act ~~Last~~(17 ~~Report~~CFR 230.425)

~~Check~~[ ] Soliciting ~~the appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the registrant under any of the following~~CFR ~~provisions:~~240.14a-12)

~~£ Written~~ [ ] Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act ~~(17 CFR 230.425)~~

~~S Soliciting material pursuant to Rule 14a-12 under the Exchange Act~~ (~~17 CFR~~ 17CFR 240.~~14a~~14d-122(b))

£ [ ] Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 ~~CFR 240.14d-2(b))~~

~~£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17~~ CFR 240.13e-4(c))

Item 8 5.0102. Departure ~~Other~~of ~~Events~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On ~~July 2~~August 9, 2007, ~~Citizens~~the ~~Financial~~Registrant ~~Corporation~~elected ~~issued~~Gerald aA. ~~press~~“Rusty” ~~release~~Wells ~~announcing its intent~~ to ~~engage~~the inBoards aof Directors ~~going-private~~of ~~transaction~~the byRegistrant ~~means~~and of aeach ~~1-for-250 reverse stock split~~ of ~~its~~Citizens ~~Class~~Security ALife ~~stock~~Insurance Company, ~~with~~United ~~cash~~Liberty ~~being~~Life ~~issued~~Insurance inCompany ~~lieu~~and ofCitizens ~~any~~Insurance Company, ~~resulting~~each ~~fractional~~a ~~shares~~direct inor ~~the~~indirect ~~amount~~subsidiary of ~~$7.25~~the ~~per~~Registrant, ~~pre-split~~effective ~~share~~immediately. ~~The~~Mr. ~~press~~Wells ~~release~~will isalso ~~attached~~serve ason ~~Exhibit~~the ~~99.1~~Audit toand ~~this Current~~Compensation ~~Report~~Committees onof ~~Form~~the ~~8-K~~Board of Directors of the Registrant.

~~Item~~Mr. Wells, 9age 51, is an active owner and partner of Alexander Investment Services, an NASD broker-dealer securities firm.01 Mr. ~~Exhibits~~Wells received a Bachelor of Arts degree in Economics with a minor in Business from DePauw University in Greencastle, Indiana.

~~The~~Mr. ~~following~~Wells is ~~exhibit~~not isrelated ~~filed~~to asDarrell ~~part~~A. Wells, the Registrant’s principal shareholder, chairman of ~~this~~its ~~report:~~Board of Directors, and President and Chief Executive Officer.

~~Exhibit Description~~2

~~99.1~~Pursuant to ~~Press~~the ~~Release~~requirements ~~dated~~of ~~July~~the 2Securities Exchange Act of 1934, ~~2007~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURES~~Citizens Financial Corporation Registrant

~~Pursuant~~Date: August ~~to the requirements of the Securities Exchange Act of 1934~~ 13, ~~as amended, the Company duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2007

	CITIZENS FINANCIAL CORPORATION
Date: July 2, 2007	By:	/s/ John D. Cornett
		John D. Cornett
		Executive Vice President and Chief Operating Officer

	By: /s/ Len E. Schweitzer
	Len E. Schweitzer Vice President and Chief Financial Officer

Filing Compare · CITIZENS FINANCIAL CORP /KY/