SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

Citizens Financial Corporation

(Name of the Issuer)

Citizens Financial Corporation

Darrell R. Wells

Margaret A. Wells

(Name of Persons Filing Statement)

Class A Common Stock

(Title of Class of Securities)

174613-10-9

(CUSIP Number of Class of Securities)

John Cornett

Citizens Financial Corporation

12910 Shelbyville Rd., Suite 300

Louisville, KY 40243

(502) 244-2430

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communication on Behalf of Person(s) Filing Statement)

This statement is filed in connection with (check the appropriate box):

a. x The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b. o The filing of a registration statement under the Securities Act of 1933.

c. o A tender offer.

d. o None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: x

Check the following box if the filing is a final amendment reporting the results of the transaction: . o

Transaction valuation*	Amount of filing fee*
$1,234,900	$37.91

* The transaction value is calculated based on $7.25 per share to be paid for an estimated 170,331 pre-reverse stock split shares in lieu of the fractional shares expected to be created by the Rule 13e-3 transaction.  The filing fee is $30.70 per million dollars of the transaction value.

xCheck the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  The filing fee of $37.91 was previously paid by Citizens Financial Corporation in connection with the initial filing of this Schedule 13E-3, SEC Accession No. 0001140361-07-014413, on July 19, 2007.

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INCORPORATION BY REFERENCE

In accordance with General Instruction F to Schedule 13E-3, the information set forth in the Proxy Statement (including the appendices thereto) is incorporated herein by reference in response to Items 1 through 14 of this Schedule 13E-3, in the manner and to the extent specified below.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This Schedule 13E-3 (and the documents that have been incorporated herein by reference) contains certain forward-looking statements and information with respect to the financial condition, results of operations, and business of the Company.  These forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are based on the beliefs and assumptions of the management of the Company and on information available to management at the time these disclosures were prepared.  These statements might be identified by the use of words or phrases such as “will likely result,” “are expected to,” “anticipate,” “estimate,” “project,” or similar expressions.  You should not place undue reliance on forward-looking statements that reflect management’s view only on the date hereof.  A number of important factors could cause actual results to differ materially from those in the forward-looking statements.

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Item 1. Summary Term Sheet.

The information required by this Item is set forth in Exhibit 1 hereto (the “Proxy Statement”), under the caption “SUMMARY TERM SHEET,” and is incorporated herein by reference.

Item 2. Subject Company Information.

The information required by this Item is set forth in the Proxy Statement under the caption “COMPANY INFORMATION” and is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

The business address of each filing person listed on the cover of this Schedule 13E-3 is c/o Citizens Financial Corp., 12910 Shelbyville Rd., Suite 300, Louisville, KY 40243.  The business telephone number of each filing person is (502) 244-2420.   Both Mr. and Mrs. Wells are directors of the Company, and Mr. Wells is the President and Chief Executive Officer of the Company.  Both Mr. and Mrs. Wells are United States citizens.  The other information regarding the filing persons and persons specified in General Instruction C to the Schedule may be found in the Proxy Statement under the caption “COMPANY INFORMATION – Information regarding Directors and Executive Officers,” and is incorporated herein by reference.

Item 4. Terms of the Transaction.

The information required by this Item is set forth in the Proxy Statement under the captions “TERMS OF THE TRANSACTION,” “SPECIAL FACTORS – Reasons for the Reverse Stock Split,” “SPECIAL FACTORS – Effects of the Reverse Stock Split,” “SPECIAL FACTORS – Fairness of the Transaction,” and “OTHER INFORMATION – Dissenters’ Rights,” and is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations, and Agreements.

The information required by this Item is set forth in the Proxy Statement under the caption “COMPANY INFORMATION – Certain Related Party Transactions,” and “- Interests of Certain Parties in the Reverse Stock Split,” and is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

The information required by the Item is set forth in the Proxy Statement under the captions “TERMS OF THE TRANSACTION – Fractional Shares,” “SPECIAL FACTORS – Effects of the Reverse Stock Split,” and is incorporated herein by reference.

Item 7. Purposes, Alternatives, Reasons, and Effects.

The information required by this Item is set forth in the Proxy Statement under the captions “SPECIAL FACTORS – Purposes of the Reverse Stock Split,” “SPECIAL FACTORS – Alternatives Considered,” “SPECIAL FACTORS – Reasons for the Reverse Stock Split,” “SPECIAL FACTORS – Effects of the Reverse Stock Split,” “SPECIAL FACTORS – Advantages and Disadvantages of Terminating SEC Registration,” and “SPECIAL FACTORS – Federal Income Tax Consequences,” and is incorporated herein by reference.

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Item 8. Fairness of the Transaction.

The information required by this Item is set forth in the Proxy Statement under the caption “SPECIAL FACTORS – Fairness of the Transaction,” and is incorporated herein by reference.

Item 9.  Reports, Opinions, Appraisals, and Negotiations.

The information required by this Item is set forth in the Proxy Statement under the captions “SPECIAL FACTORS – Fairness of the Transaction,” and “SPECIAL FACTORS – Opinion and Report of the Financial Advisor,” and is incorporated herein by reference.

Item 10. Source and Amounts of Funds or Other Consideration.

The information required by this Item is set forth in the Proxy Statement under the caption “OTHER INFORMATION – Source and Amount of Funds,” and is incorporated herein by reference.  A copy of the financing agreement between the Company and Mr. Wells is attached as Exhibit 2 to this Schedule 13E-3.

Item 11. Interest in Securities of the Subject Company.

The information required by this Item is set forth in the Proxy Statement under the caption “COMPANY INFORMATION – Interest in Securities of the Company,” and is incorporated herein by reference.

Item 12. The Solicitation or Recommendation.

The information required by this Item is set forth in the Proxy Statement under the captions “SPECIAL FACTORS – Effects of the Reverse Stock Split,” and “OTHER INFORMATION – Interest in Securities of the Company,” and is incorporated herein by reference.

Item 13. Financial Statements.

The audited historical financial statement information contained in the Company’s Form 10-K as of December 31, 2006, as modified by the Company’s Current Report of Form 8-K, as amended, filed April 17, 2007, is incorporated herein by reference.

The unaudited historical financial statement information contained in the Company’s Form 10-Q as of June 30, 2007 is incorporated herein by reference.

The summary historical financial statement information set forth in the Proxy Statement under the caption “OTHER INFORMATION – Financial Information – Summary Historical Financial Information” is incorporated herein by reference.

The pro forma information set forth in the Proxy Statement under the caption “OTHER INFORMATION – Financial Information – Pro Forma Financial Information” is incorporated herein by reference.

Item 14. Persons / Assets Retained, Employed, Compensated, or Used.

Not applicable.

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Item 15. Additional Information.

The information set forth in the Proxy Statement is incorporated herein by reference.

Item 16. Exhibits.

1. Definitive Proxy Statement of the Company, Notice of the Special Meeting of Shareholders, and related information, including*:

Appendix A: Articles of Amendment to the Articles of Incorporation of the Company;

Appendix B: Chapter 271B, Subtitle 13, of the Kentucky Revised Statutes; and

Appendix C: Opinion of Financial Advisor.

2. Discretionary Revolving Line of Credit Note dated June 29, 2007**

3. Letter of Transmittal

4. Valuation Report of the Independent Financial Advisor, dated June 22, 2007**

5. Analysis prepared by the Company’s Executive Vice President and Chief Operating Officer and presented to the Board of Directors on June 14, 2007***

* Incorporated by reference to the Company’s Definitive Schedule 14A, filed with the SEC on October 4, 2007.

** Incorporated by reference to the Company’s initial Schedule 13E-3, filed with the SEC on July 19, 2007.

*** Incorporated by reference to Amendment No. 1 to the Company's Schedule 13E-3, filed with the SEC on August 29, 2007.

[signatures appear on the following page]

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

	CITIZENS FINANCIAL CORPORATION
By:	/s/ Darrell R. Wells
	Darrell R. Wells
	President
	OTHER FILING PERSONS:
	/s/ Darrell R. Wells
	Darrell R. Wells
	/s/ Margaret A. Wells
	Margaret A. Wells

Dated:  October 4, 2007

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EX-3

EXHIBIT 3

For Assistance Call: 502-244-2420

LETTER OF TRANSMITTAL FOR EXCHANGING HOLDINGS OF CITIZENS FINANCIAL CORPORATION

Pursuant to 1-for-250 Reverse Stock Split Effective 6:00 p.m. Eastern Time, November 13, 2007

1.             Print or type the name of the registered holder as appears on stock certificate(s):

2.             Identify below the certificates submitted (complete the Affidavit of Lost or Destroyed Certificate(s) on page 2 of this Letter of Transmittal for any missing certificates; you may be required to post a bond for missing certificates).  If the space provided below is inadequate, list the certificate numbers and number of shares submitted on a separate signed schedule and affix the schedule to this Letter of Transmittal.

Certificate Number	Number of Shares	Certificate Number	Number of Shares
		Total # of shares

3.             Signing hereunder affirms the following:

I submit herewith the above described certificate(s) representing shares of Citizens Financial Corporation (the "Company") existing Class A common stock, no par value, CUSIP 174613-10-9 (the "Common Stock"), in exchange for a certificate representing shares of new common stock, no par value, (the "New Common Stock") of the Company, pursuant to the 1-for-250 share reverse stock split as described in the Proxy Statement dated 10/8/07.  I hereby acknowledge that I have received and read such Proxy Statement.  I understand that to the extent that any of my shares of Common Stock represent a fractional share of New Common Stock following the Reverse Stock Split, I will receive cash in the amount of $7.25 per share of Common Stock, without interest, in lieu of such fractional share.   I understand that no exchanges will be processed prior to the Effective Date.  I irrevocably appoint the Company as my agent with respect to the exchange of the submitted shares.  I represent that I have full authority to exchange the shares submitted hereby.  I will execute any additional documents necessary or desirable to complete the exchange of the submitted shares.  I UNDERSTAND THAT THE METHOD OF DELIVERY OF THE SHARES BEING SUBMITTED IS AT MY ELECTION AND MY RISK.  All authority being conferred herein shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned.  The representations, warranties, and agreements of the undersigned contained in this Letter of Transmittal shall survive the delivery by the Company of the certificates representing the shares of New Common Stock.

4. If you would prefer the certificates of New Common Stock (if any) to be registered differently than the name and/or address of record or the check for fractional shares (if any) to be issued or delivered differently than to the name and/or address of record, please indicate the changes below.  (See “Instructions Regarding Signatures and Endorsements” on page 2 of this Letter of Transmittal.)

5. Please sign below.  Important:  See “Instructions Regarding Signatures and Endorsements,” and “Delivery Checklist” on page 2 of this Letter of Transmittal.

Date: X

		Authorized Signature
Daytime Telephone #:	X
		Authorized Signature (Joint Owner #2, if any)
	X
		Authorized Signature (Joint Owner #3, if any)

Capacity (full title) if Signed by Fiduciary:   

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For Assistance Call: 502-244-2420

DELIVERY CHECKLIST

q Complete all requested information on page 1 of this Letter of Transmittal.  Be sure to include a telephone number.

q If you cannot locate one or more of your certificates, please complete the affidavit below and have it notarized.

q Complete the W-9 enclosed with this Letter of Transmittal.  Failure to complete the W-9 may subject any cash proceeds to withholding.

q Return (1) the completed and signed Letter of Transmittal, (2) the original stock certificate(s), and (3) the completed and signed W-9 to Citizens Financial Corporation, Attn: Stockholder Services, 12910 Shelbyville Rd., Suite 300, Louisville, KY 40243.

INSTRUCTIONS REGARDING SIGNATURES AND ENDORSEMENTS

Exact Signature. If this Letter of Transmittal is signed by the registered holder(s) of the shares, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s).  Joint Holders. If the shares are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal.  Different Names on Certificates. If any shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different names on certificates.  Endorsements. When this Letter of Transmittal is signed by the registered holder(s) of the shares and the certificates of New Common Stock (if any) are to be registered to the name and address of record or the check for fractional shares (if any) is to be issued or delivered to the name and address of record, no endorsements of certificates representing the shares or separate stock powers are required.  In all other instances, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the certificates, and the signatures on the certificates or stock powers must be guaranteed by an eligible institution. Signatures of Fiduciaries. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to the Company of his or her authority to so act.  It is recommended that inquiry be made of the Company as to what constitutes such satisfactory evidence prior to submitting the Letter of Transmittal.

AFFIDAVIT OF LOST OR DESTROYED CERTIFICATE(S)

State of	)	Name & Address
County of	)

Certificate number(s)*

*If you do not have a record of your certificate number(s), leave line blank.

for ____________________________________________ shares of Citizens Financial Corporation Common Stock.

The undersigned person(s) being first duly sworn, deposes and says that:

I am the lawful owner of the above-described certificates(s) for shares of Class A common stock (the “Common Stock”), of Citizens Financial Corporation.  The certificate(s) has not been endorsed, cashed, negotiated, transferred, assigned, or otherwise disposed of.  I have made a diligent search for the certificate(s) and have been unable to find it (them) and make this Affidavit for the purpose of inducing the exchange of the certificate(s) without surrender of the certificate(s) and the redemption of the shares of Common Stock represented thereby, and hereby agree to surrender the certificate(s) for cancellation should I, at any time, find the certificate(s).  I, in consideration of the proceeds of the redemption of the shares of Common Stock represented by the certificate(s), agree to completely indemnify, protect and save harmless Citizens Financial Corporation and any other party to the transaction (the "Obligees"), from and against all loss, costs and damages, including court costs and attorneys' fees, which they may be subject to or liable for in respect of the cancellation and replacement of the certificate(s), the redemption of shares of Common Stock represented thereby, and the distribution of the proceeds of the certificate(s).  The right accruing to the Obligees under the preceding sentences shall not be limited by the negligence, inadvertence, accident, oversight, or breach of any duty or obligations on the part of the Obligees or their respective officers, employees, and agents or their failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach, or failure may have occurred.

Signed, sealed and delivered by Affiant this _____________ day of __________________, 20______.

Signature of Affiant #1 Signature of Affiant #2 Signature of Affiant #3

On this _____ day of ______________, 20______, before me personally appeared _________________________ known to me to be the individual(s) who executed the foregoing instrument, and, being duly sworn, did depose and say that the statements contained therein are true.

(NOTARY SEAL)
	Notary Public

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