<PAGE>  1
As filed with the Securities and Exchange Commission on September 3, 1999
                                                Registration No. 333-_________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  --------------------------------------------


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933
                  --------------------------------------------


                         CITIZENS FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

    KENTUCKY                                              61-1187135
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


 The Marketplace, Suite 300, 12910 Shelbyville Road, Louisville, Kentucky 40243
--------------------------------------------------------------------------------
          (Address, including ZIP code, of Principal Executive Offices)


                         Citizens Financial Corporation
1999 STOCK OPTION PLAN
                            (Full title of the plan)

Lane A. Hersman                                    WITH COPIES TO:
Executive Vice President                        H. Alexander Campbell, Esq.
The Marketplace, Suite 300                      Wyatt, Tarrant & Combs
12910 Shelbyville Road                          2800 Citizens Plaza
Louisville, Kentucky 40243                      Louisville, Kentucky 40202
(502) 244-2420                                  (502) 562-7207


(Name, address and telephone number, including area
code, of agent for service)

<TABLE>
<S>                  <C>              <C>                <C>                   <C>
                         Calculation of Registration Fee
-----------------------------------------------------------------------------------------------
                                     Proposed              Proposed
Title of securities  Amount to be    maximum offering      maximum aggregate    Amount of
to be registered     Registered      price per share       offering price       registration fee
-----------------------------------------------------------------------------------------------

Class A Stock, no
par value<F1>        110,000         $12.1875 <F2>        $1,340,625<F2>        $372.70<F2>

</TABLE>

<F1> The Class A Stock  registered  hereby  will be  adjusted  to  reflect stock
splits,  stock dividends or similar  transactions  pursuant to Rule 416(a) under
the Securities Act of 1933, as amended (the "Securities Act"),  without the need
for any post-effective amendment.

<F2> Estimated  solely for the  purpose of  calculating  the  registration  fee,
pursuant to Rule 457(h) of the  Securities  Act, on the  basis of  $12.1875  per
share,  the closing sale price of the Class A Common Stock as reported by Nasdaq
on August 30, 1999.


<PAGE>  2



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The  following  documents  filed  by the  Registrant  with the
Securities and Exchange Commission are incorporated herein by reference:

                  1.  The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1998, as amended March 31, 1999;

                  2.  The Registrant's Quarterly Report on Form 10-QSB  for  the
quarter ended June 30, 1999;

                  3.  The   description   of  the   Registrant's  Class  A Stock
contained in the Registrant's  Registration Statement under Section 12(g) of the
Securities  Exchange  Act of 1934 and any  amendment  or  report  filed  for the
purpose of updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  hereby have been sold or which  deregisters  all such  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  in a document  incorporated  by reference
herein and filed  prior to the filing  hereof  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein  modifies or  supersedes  such  statement,  and any
statement  contained  herein or in any other document  incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement  to the extent that a statement  contained  in any other
subsequently  filed  document  which also is  incorporated  by reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.




<PAGE>  3



ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Article  XIII  of  the  Registrant's   Restated   Articles  of
Incorporation  limits the liability of directors of the  Registrant  pursuant to
the Kentucky Business  Corporation Act. Under this Article,  directors generally
will be personally  liable to the  Registrant or its  shareholders  for monetary
damages only for  transactions  involving  conflicts  of  interest,  intentional
misconduct,  bad faith, known violations of law, unlawful  distributions or from
which a director derives an improper personal benefit.

                  The circumstances under which Kentucky law requires or permits
a Kentucky  corporation  such as the  Registrant  to  indemnify  its  directors,
offices, employees and/or agents are set forth at KRS 271B.8-500, ET SEQ.

                  Generally,  under KRS  271B.8-500 ET SEQ., a  corporation  may
indemnify an individual made a party to a proceeding because he or she is or was
a director against liability incurred in the proceeding if:

                  [1]  he or she conducted himself in good faith; and

                  [2]  he or she  reasonably believed [a] in the case of conduct
in his or her official capacity with the corporation that his or her conduct was
in its best interests;  and [b] in all other cases,  that his or her conduct was
at least not opposed to its best interests; and

                  [3]  in the case of any criminal  proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful.

                  A corporation may not indemnify a director:

                  [1]  in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or

                  [2]  in connection with any other proceeding charging improper
personal benefit to the director,  whether or not involving action in his or her
official  capacity,  in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director.

                  Indemnification  permitted in connection  with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

                  Article  XII  of  the   Registrant's   Restated   Articles  of
Incorporation  requires  the  Registrant  to  indemnify,  to the maximum  extent
permitted  by law,  its  officers  and  directors  against  costs  and  expenses
(including but not limited to attorneys'  fees) and any  liabilities  (including
but not  limited to  judgments,  fees,  penalties  and  settlements)  paid by or
imposed  against any such persons in  connection  with any actual or  threatened
claim,  action,  suit or proceeding,  whether civil,  criminal,  administrative,
legislative,  investigative or other (including any appeal relating thereto) and
whether

                                      II-2

<PAGE>  4


made or brought by or in the right of the Registrant, or otherwise, because such
person is or was a director  or officer of the  Registrant  or was  serving as a
director, officer, partner, trustee, employee or agent of any other corporation,
partnership,  employee  benefit  plan or  other  entity  at the  request  of the
Registrant.

                  Notwithstanding  any right to indemnification  provided by the
Act, Article XII of the Registrant's Restated Articles of Incorporation permits,
but does not require,  the  Registrant to indemnify its employees or agents,  to
the maximum extent permitted by law,  against costs and expenses  (including but
not limited to attorneys'  fees) and any liabilities  (including but not limited
to judgments,  fines penalties and  settlements)  paid by or imposed against any
such person in connection with any actual or threatened claim,  action,  suit or
proceeding, whether civil, criminal, administrative,  legislative, investigative
or other (including any appeal relating  thereto) and whether made or brought by
or in the right of the Registrant or otherwise, because such person is or was an
employee or agent of the  Registrant  or was serving as as a director,  officer,
partner,  trustee,  employee  or agent of any  other  corporation,  partnership,
employee benefit plan or other entity at the request of the Registrant.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.


ITEM 8.  EXHIBITS

                  See Exhibit Index on page II-7,  which is incorporated  herein
by reference.


ITEM 9.  UNDERTAKINGS

                  (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                     (ii) To reflect  in  the prospectus  any   facts  or events
                  arising  after  the  effective   date  of  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated maximum offering range may be

                                        II-3

<PAGE>  5


                  reflected in the form of prospectus  filed with the Commission
                  pursuant to Rule 424(b) if, in the  aggregate,  the changes in
                  volume and price represent no more than a 20 percent change in
                  the  maximum  aggregate   offering  price  set  forth  in  the
                  "Calculation  of  Registration  Fee"  table  in the  effective
                  Registration Statement;

                     (iii) To include any  material  information with respect to
                  the plan of  distribution  not  previously  disclosed  in this
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        II-4

<PAGE>  6



                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Louisville,  State of Kentucky, on the 23rd day
of August, 1999.

                                    CITIZENS FINANCIAL CORPORATION

                                    By:  /S/ DARRELL R. WELLS

                                    Title: PRESIDENT AND CHEIF EXECUTIVE OFFICER

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below  constitutes  and appoints Lane A. Hersman and Brent L.
Nemec,  and each of them,  with the power to act without  the other,  his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for him or her, and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement on Form S-8 has been signed below by the following
persons on the dates and in the capacities indicated.

NAME                          CAPACITY                            DATE


/S. DARRELL R. WELLS         Chairman of the Board, President,  August 23, 1999
Darrell R. Wells             Chief Executive Officer and
                             Director (Principal
                             Executive Officer)

/S/ LANE A. HERSMAN          Executive Vice President, Chief    August 23, 1999
Lane A. Hersman              Operating Officer and Director

                                        II-5

<PAGE>  7



/S/ BRENT L. NEMEC            Vice President, Accounting,       August 23, 1999
Brent L. Nemec                Treasurer and Chief
                              Financial Officer and Treasurer
                              (Principal Financial and
                              Accounting Officer)


/S/ JOHN H. HARRALSON, JR.    Director                          August 21, 1999
John H. Harralson, Jr.


/S/ FRANK T. KILEY            Director                          August 23, 1999
Frank T. Kiley


/S/ CHARLES A. MAYS           Director                          August 23, 1999
Charles A. Mays


/S/ EARLE V. POWELL           Director                          August 24, 1999
Earle V. Powell


/S/ THOMAS G. WARD            Director                          August 23, 1999
Thomas G. Ward


/S/ MARGARET A. WELLS         Director                          August 21, 1999
Margaret A. Wells



                                        II-6

<PAGE>  9



                                  EXHIBIT INDEX

     4.1          Restated  Articles  of  Incorporation  of  Citizens  Financial
                  Corporation  (incorporated  by reference to Exhibit 3.1 to the
                  Registrant's  Form  10-KSB  for the year  ended  December  31,
                  1998).

     4.2          Amended and Restated Bylaws of Citizens Financial  Corporation
                  (incorporated  by reference to Exhibit 3.2 to the Registrant's
                  Annual  Report  on  Form  10-KSB  for the  fiscal  year  ended
                  December 31, 1995).

     5.1          Opinion of Wyatt, Tarrant & Combs.

     23.1         Consent of Ernst & Young LLP.

     23.2         Consent of Wyatt, Tarrant & Combs (included in Exhibit 5.1).

     24.1         Power  of  Attorney   (included  on  Signature  Page  to  this
                  Registration Statement).



























                                      II-7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19648}]
{"company-data": {"conformed-name": "CITIZENS FINANCIAL CORP /KY/", "cik": "0000887136", "assigned-sic": "6321", "irs-number": "611187135", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86519", "film-number": "99706142"}, "business-address": {"street1": "12910 SHELBYVILLE RD", "street2": "THE MARKETPLACE, STE 300", "city": "LOUISVILLE", "state": "KY", "zip": "40243", "phone": "5022442420"}, "mail-address": {"street1": "12910 SHELBYVILLE RD", "street2": "MARKET PLACE STE 300", "city": "LOUISVILLE", "state": "KY", "zip": "40243"}}
1
As filed with the Securities and Exchange Commission on September 3, 1999
                                                Registration No. 333-_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                  --------------------------------------------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER

                           THE SECURITIES ACT OF 1933
                  --------------------------------------------

                         CITIZENS FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

    KENTUCKY                                              61-1187135
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

 The Marketplace, Suite 300, 12910 Shelbyville Road, Louisville, Kentucky 40243
--------------------------------------------------------------------------------
          (Address, including ZIP code, of Principal Executive Offices)

                         Citizens Financial Corporation
1999 STOCK OPTION PLAN
                            (Full title of the plan)

Lane A. Hersman                                    WITH COPIES TO:
Executive Vice President                        H. Alexander Campbell, Esq.
The Marketplace, Suite 300                      Wyatt, Tarrant & Combs
12910 Shelbyville Road                          2800 Citizens Plaza
Louisville, Kentucky 40243                      Louisville, Kentucky 40202
(502) 244-2420                                  (502) 562-7207

(Name, address and telephone number, including area
code, of agent for service)
Calculation of Registration Fee
-----------------------------------------------------------------------------------------------
                                     Proposed              Proposed
Title of securities  Amount to be    maximum offering      maximum aggregate    Amount of
to be registered     Registered      price per share       offering price       registration fee
-----------------------------------------------------------------------------------------------

Class A Stock, no
par value
110,000         $12.1875
$1,340,625
$372.70
The Class A Stock  registered  hereby  will be  adjusted  to  reflect stock
splits,  stock dividends or similar  transactions  pursuant to Rule 416(a) under
the Securities Act of 1933, as amended (the "Securities Act"),  without the need
for any post-effective amendment.
Estimated  solely for the  purpose of  calculating  the  registration  fee,
pursuant to Rule 457(h) of the  Securities  Act, on the  basis of  $12.1875  per
share,  the closing sale price of the Class A Common Stock as reported by Nasdaq
on August 30, 1999.
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                  The  following  documents  filed  by the  Registrant  with the
Securities and Exchange Commission are incorporated herein by reference:

                  1.  The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1998, as amended March 31, 1999;

                  2.  The Registrant's Quarterly Report on Form 10-QSB  for  the
quarter ended June 30, 1999;

                  3.  The   description   of  the   Registrant's  Class  A Stock
contained in the Registrant's  Registration Statement under Section 12(g) of the
Securities  Exchange  Act of 1934 and any  amendment  or  report  filed  for the
purpose of updating such description.

                  All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  hereby have been sold or which  deregisters  all such  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  in a document  incorporated  by reference
herein and filed  prior to the filing  hereof  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein  modifies or  supersedes  such  statement,  and any
statement  contained  herein or in any other document  incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement  to the extent that a statement  contained  in any other
subsequently  filed  document  which also is  incorporated  by reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Not applicable.
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Article  XIII  of  the  Registrant's   Restated   Articles  of
Incorporation  limits the liability of directors of the  Registrant  pursuant to
the Kentucky Business  Corporation Act. Under this Article,  directors generally
will be personally  liable to the  Registrant or its  shareholders  for monetary
damages only for  transactions  involving  conflicts  of  interest,  intentional
misconduct,  bad faith, known violations of law, unlawful  distributions or from
which a director derives an improper personal benefit.

                  The circumstances under which Kentucky law requires or permits
a Kentucky  corporation  such as the  Registrant  to  indemnify  its  directors,
offices, employees and/or agents are set forth at KRS 271B.8-500, ET SEQ.

                  Generally,  under KRS  271B.8-500 ET SEQ., a  corporation  may
indemnify an individual made a party to a proceeding because he or she is or was
a director against liability incurred in the proceeding if:

                  [1]  he or she conducted himself in good faith; and

                  [2]  he or she  reasonably believed [a] in the case of conduct
in his or her official capacity with the corporation that his or her conduct was
in its best interests;  and [b] in all other cases,  that his or her conduct was
at least not opposed to its best interests; and

                  [3]  in the case of any criminal  proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful.

                  A corporation may not indemnify a director:

                  [1]  in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or

                  [2]  in connection with any other proceeding charging improper
personal benefit to the director,  whether or not involving action in his or her
official  capacity,  in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director.

                  Indemnification  permitted in connection  with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.

                  Article  XII  of  the   Registrant's   Restated   Articles  of
Incorporation  requires  the  Registrant  to  indemnify,  to the maximum  extent
permitted  by law,  its  officers  and  directors  against  costs  and  expenses
(including but not limited to attorneys'  fees) and any  liabilities  (including
but not  limited to  judgments,  fees,  penalties  and  settlements)  paid by or
imposed  against any such persons in  connection  with any actual or  threatened
claim,  action,  suit or proceeding,  whether civil,  criminal,  administrative,
legislative,  investigative or other (including any appeal relating thereto) and
whether

                                      II-2
4

made or brought by or in the right of the Registrant, or otherwise, because such
person is or was a director  or officer of the  Registrant  or was  serving as a
director, officer, partner, trustee, employee or agent of any other corporation,
partnership,  employee  benefit  plan or  other  entity  at the  request  of the
Registrant.

                  Notwithstanding  any right to indemnification  provided by the
Act, Article XII of the Registrant's Restated Articles of Incorporation permits,
but does not require,  the  Registrant to indemnify its employees or agents,  to
the maximum extent permitted by law,  against costs and expenses  (including but
not limited to attorneys'  fees) and any liabilities  (including but not limited
to judgments,  fines penalties and  settlements)  paid by or imposed against any
such person in connection with any actual or threatened claim,  action,  suit or
proceeding, whether civil, criminal, administrative,  legislative, investigative
or other (including any appeal relating  thereto) and whether made or brought by
or in the right of the Registrant or otherwise, because such person is or was an
employee or agent of the  Registrant  or was serving as as a director,  officer,
partner,  trustee,  employee  or agent of any  other  corporation,  partnership,
employee benefit plan or other entity at the request of the Registrant.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS

                  See Exhibit Index on page II-7,  which is incorporated  herein
by reference.

ITEM 9.  UNDERTAKINGS

                  (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                      (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                     (ii) To reflect  in  the prospectus  any   facts  or events
                  arising  after  the  effective   date  of  this   Registration
                  Statement  (or  the  most  recent   post-effective   amendment
                  thereof) which, individually or in the aggregate,  represent a
                  fundamental  change  in the  information  set  forth  in  this
                  Registration  Statement.  Notwithstanding  the foregoing,  any
                  increase or decrease in volume of  securities  offered (if the
                  total dollar value of securities offered would not exceed that
                  which was  registered)  and any deviation from the low or high
                  end of the estimated maximum offering range may be

                                        II-3
5

                  reflected in the form of prospectus  filed with the Commission
                  pursuant to Rule 424(b) if, in the  aggregate,  the changes in
                  volume and price represent no more than a 20 percent change in
                  the  maximum  aggregate   offering  price  set  forth  in  the
                  "Calculation  of  Registration  Fee"  table  in the  effective
                  Registration Statement;

                     (iii) To include any  material  information with respect to
                  the plan of  distribution  not  previously  disclosed  in this
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
Registrant  pursuant to Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                        II-4
6

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Louisville,  State of Kentucky, on the 23rd day
of August, 1999.

                                    CITIZENS FINANCIAL CORPORATION

                                    By:  /S/ DARRELL R. WELLS

                                    Title: PRESIDENT AND CHEIF EXECUTIVE OFFICER

                  KNOW  ALL  MEN BY  THESE  PRESENTS,  that  each  person  whose
signature  appears below  constitutes  and appoints Lane A. Hersman and Brent L.
Nemec,  and each of them,  with the power to act without  the other,  his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for him or her, and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  or his  substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement on Form S-8 has been signed below by the following
persons on the dates and in the capacities indicated.

NAME                          CAPACITY                            DATE

/S. DARRELL R. WELLS         Chairman of the Board, President,  August 23, 1999
Darrell R. Wells             Chief Executive Officer and
                             Director (Principal
                             Executive Officer)

/S/ LANE A. HERSMAN          Executive Vice President, Chief    August 23, 1999
Lane A. Hersman              Operating Officer and Director

                                        II-5
7

/S/ BRENT L. NEMEC            Vice President, Accounting,       August 23, 1999
Brent L. Nemec                Treasurer and Chief
                              Financial Officer and Treasurer
                              (Principal Financial and
                              Accounting Officer)

/S/ JOHN H. HARRALSON, JR.    Director                          August 21, 1999
John H. Harralson, Jr.

/S/ FRANK T. KILEY            Director                          August 23, 1999
Frank T. Kiley

/S/ CHARLES A. MAYS           Director                          August 23, 1999
Charles A. Mays

/S/ EARLE V. POWELL           Director                          August 24, 1999
Earle V. Powell

/S/ THOMAS G. WARD            Director                          August 23, 1999
Thomas G. Ward

/S/ MARGARET A. WELLS         Director                          August 21, 1999
Margaret A. Wells

                                        II-6
9

                                  EXHIBIT INDEX

     4.1          Restated  Articles  of  Incorporation  of  Citizens  Financial
                  Corporation  (incorporated  by reference to Exhibit 3.1 to the
                  Registrant's  Form  10-KSB  for the year  ended  December  31,
                  1998).

     4.2          Amended and Restated Bylaws of Citizens Financial  Corporation
                  (incorporated  by reference to Exhibit 3.2 to the Registrant's
                  Annual  Report  on  Form  10-KSB  for the  fiscal  year  ended
                  December 31, 1995).

     5.1          Opinion of Wyatt, Tarrant & Combs.

     23.1         Consent of Ernst & Young LLP.

     23.2         Consent of Wyatt, Tarrant & Combs (included in Exhibit 5.1).

     24.1         Power  of  Attorney   (included  on  Signature  Page  to  this
                  Registration Statement).

                                      II-7