U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   Form 10-QSB


X        Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934
         For the quarterly period ended June 30, 2002

___      Transition report under Section 13 or 15(d) of the Exchange Act
         For the transition period from _______ to _________

                        Commission File Number 333-67435

                           CITIZENS FIRST CORPORATION
        (Exact Name of Small Business Issuer as Specified in its Charter)

         Kentucky                                    61-0912615
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                1805 Campbell Lane, Bowling Green, Kentucky 42101
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (270) 393-0700

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No ___

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

         Class                                 Outstanding at August 14, 2002

Common Stock, no par value                                    643,053

Transitional Small Disclosure Format:  Yes ___     No   X
                                                      ---


<PAGE>


                           CITIZENS FIRST CORPORATION

                                TABLE OF CONTENTS
                                                                        Page No.
PART I.  FINANCIAL INFORMATION

         ITEM 1.  Financial Statements                                      3-9

         ITEM 2. Management's Discussion and Analysis of
                 Financial Condition and Results of Operations            10-14

PART II.  OTHER INFORMATION
         ITEM 4. Submission of Matters to a Vote of Security Holders         15

         ITEM 6. Exhibits and Reports on Form 8-K                            15

         Signatures                                                          16

         Exhibits                                                         17-18

<PAGE>


                  Part I - Financial Information

Item 1. Financial Statements

Citizens First Corporation
Consolidated Condensed Balance Sheets

<TABLE>



 (Unaudited)
<CAPTION>


                                                                              June 30, 2002   December 31, 2001
Assets

<S>                                                                           <C>              <C>
 Cash and due from banks ..................................................   $   3,660,747    $   3,926,769
 Federal funds sold .......................................................            --          2,600,000
                                                                              -------------    -------------
     Cash and cash equivalents ............................................       3,660,747        6,526,769

Securities available for sale (amortized cost of $11,200,046 as of June 30,
2002; $10,035,262 as of December 31, 2001)
                                                                                 11,392,497       10,200,866
Federal Home Loan Bank (FHLB) Stock .......................................         253,900          248,500
Mortgage loans held for sale ..............................................         381,500        1,578,159

 Loans ....................................................................      88,804,650       84,720,349
 Less allowance for loan losses ...........................................       1,289,321        1,195,924
                                                                              -------------    -------------
    Net loans .............................................................      87,515,329       83,524,425

 Premises and equipment, net ..............................................       1,357,985        1,393,603
 Interest receivable ......................................................         570,226          522,415
 Other real estate owned ..................................................          91,463          321,463
 Deferred income taxes ....................................................         324,567          390,000
 Other assets .............................................................         137,487          113,516
                                                                              -------------    -------------
    Total assets ..........................................................   $ 105,685,701    $ 104,819,716
                                                                              =============    =============

 Liabilities and Stockholders' Equity
 Deposits:
   Demand deposits ........................................................   $   7,005,014    $   8,550,249
   Savings, NOW and money market deposits .................................      22,954,123       20,993,045
   Time deposits ..........................................................      58,508,533       58,347,534
                                                                              -------------    -------------
     Total deposits .......................................................      88,467,670       87,890,828

 Securities sold under agreements to repurchase ...........................       5,122,727        3,411,736
 Federal Home Loan Bank (FHLB) borrowings .................................       3,000,000        4,924,000
 Long-term debt ...........................................................         875,000          875,000
 Deferred income taxes ....................................................            --             56,305
 Accrued interest and other liabilities ...................................         797,323          595,471
                                                                              -------------    -------------
    Total liabilities .....................................................      98,262,720       97,753,340

 Stockholders' equity:
   Common stock, no par value authorized 2,000,000
     shares; issued and outstanding 643,053 shares, respectively ..........       7,357,477        7,357,477
   Retained earnings (deficit) ............................................         (61,514)        (400,400)
   Accumulated other comprehensive income .................................         127,018          109,299
                                                                              -------------    -------------
     Total stockholders' equity ...........................................       7,422,981        7,066,376
                                                                              -------------    -------------
        Total liabilities
        and stockholders' equity ..........................................   $ 105,685,701    $ 104,819,716
                                                                              =============    =============
</TABLE>

 See accompanying notes to consolidated condensed financial statements.
<PAGE>



Citizens First Corporation
Consolidated Condensed Statements of Income
 (Unaudited)


<TABLE>

 For the three months ended June 30:
<CAPTION>
                                                            2002          2001
                                                            ----          ----

 Interest income
<S>                                                      <C>          <C>
  Loans, including fees ..............................   $1,440,385   $ 1,470,134
  Federal funds sold .................................        5,051         7,584
  Securities available for sale ......................      149,875       103,174
  Other ..............................................        3,489         3,297
                                                          ---------   -----------
  Total interest income ..............................    1,598,800     1,584,189

Interest expense
  Deposits ...........................................      641,964       836,772
  Other short-term borrowings ........................       58,699        57,220
                                                         ----------   -----------
  Total interest expense .............................      700,663       893,992
                                                         ----------   -----------

Net interest income ..................................      898,137       690,197

  Provision for loan losses ..........................       70,000       138,500
                                                         ----------   -----------

Net interest income after
  provision for loan losses ..........................      828,137       551,697
                                                         ----------   -----------


Non-interest income
  Service charges on deposit accounts ................      136,478        68,472
  Income from the sale of loans ......................        1,599        10,542
  Gains on sales of securities available for sale, net       67,370             0
  Other ..............................................       14,972        10,943
                                                          ---------   -----------
  Total non-interest income ..........................      220,419        89,957

Non-interest expenses
  Compensation and benefits ..........................      367,177       321,379
  Net occupancy expense ..............................       44,164        46,197
  Furniture and equipment expense ....................       54,331        66,718
  Professional fees ..................................       20,146        27,734
  Postage, printing and supplies .....................       15,514        13,025
  Bank franchise and license tax .....................       50,308         6,588
  Processing fees ....................................       52,403        46,645
  Advertising ........................................       32,796        29,079
  Other ..............................................       95,220        77,253
                                                         ----------   -----------
  Total non-interest expenses ........................      732,059       634,618
                                                         ----------   -----------
Income before income taxes ...........................      316,497         7,036
Income tax expense (benefit) .........................      108,500        (3,000)
                                                         ----------   -----------
Net income ...........................................   $  207,997   $    10,036
                                                         ==========   ===========

 Diluted earnings per share                                   $0.32         $0.02
 Basic earnings per share                                     $0.32         $0.02
</TABLE>

 See accompanying notes to consolidated condensed financial statements.



<PAGE>



Citizens First Corporation
Consolidated Condensed Statements of Income
 (Unaudited)
<TABLE>

 For the six months ended June 30:

<CAPTION>
                                                             2002        2001
                                                             ----        ----

 Interest income
<S>                                                      <C>          <C>
  Loans, including fees ..............................   $2,874,746   $ 2,913,640
  Federal funds sold .................................       15,035        20,741
  Securities available for sale ......................      279,672       242,924
  Other ..............................................        6,945         6,303
                                                          ---------   -----------
  Total interest income ..............................    3,176,398     3,183,608

Interest expense
  Deposits ...........................................    1,285,303     1,707,553
  Other short-term borrowings ........................      144,305       114,483
                                                          ---------   -----------
  Total interest expense .............................    1,429,608     1,822,036
                                                          ---------   -----------

Net interest income ..................................    1,746,790     1,361,572

  Provision for loan losses ..........................      100,000       312,000
                                                          ---------   -----------


Net interest income after
  provision for loan losses ..........................    1,646,790     1,049,572
                                                          ---------   -----------


Non-interest income
  Service charges on deposit accounts ................      229,074       124,400
  Income from the sale of loans ......................       10,837        22,654
  Gains on sales of securities available for sale, net       67,370             0
  Other ..............................................       25,587        19,619
                                                          ---------   -----------
  Total non-interest income ..........................      332,868       166,673

Non-interest expenses
  Compensation and benefits ..........................      727,062       656,742
  Net occupancy expense ..............................       88,366        87,631
  Furniture and equipment expense ....................      122,451       125,737
  Professional fees ..................................       44,343        50,135
  Postage, printing and supplies .....................       30,719        25,933
  Bank franchise and license tax .....................       78,808        30,588
  Processing fees ....................................      107,991        90,373
  Advertising ........................................       69,839        62,085
  Other ..............................................      194,183       147,661
                                                         ----------   -----------
  Total non-interest expenses ........................    1,463,762     1,276,885
                                                         ----------   -----------
Income (loss) before income taxes ....................   $  515,896   $   (60,640)
Income tax expense (benefit) .........................      177,010        (6,000)
                                                         ----------   -----------
Net income (loss) ....................................   $  338,886   $   (54,640)
                                                         ==========   ===========

Diluted earnings (loss) per share ....................   $     0.53   $     (0.09)
Basic earnings (loss) per share ......................   $     0.53   $     (0.09)
</TABLE>


 See accompanying notes to consolidated condensed financial statements.
<PAGE>

Citizens First Corporation
Consolidated Condensed Statements of Changes in Stockholders' Equity
 (Unaudited)

 For the six months ended June 30:            2002          2001
                                              ----          ----

 Balance January 1                        $7,066,376    $6,672,226
  Net income (loss) ...................      338,886       (54,640)
  Other comprehensive income, net of tax      17,719        27,609
                                          ----------   -----------
Balance at end of period ..............   $7,422,981   $ 6,645,195
                                          ==========   ===========

See accompanying notes to consolidated condensed financial statements.


<TABLE>

Citizens First Corporation
Consolidated Condensed Statements of Comprehensive Income
 (Unaudited)

 For the six months ended June 30:
<CAPTION>

                                                                                     2002                  2001
                                                                                     ----                  ----
<S>                                                                             <C>                    <C>
 Net income (loss)                                                               $338,886               $ (54,640)
 Other comprehensive income, net of tax:
 Unrealized appreciation on available for sale
 Securities, net of income taxes of $22,368 and                                    17,719                  27,609
 $7,562,arising during the period, respectively

                                                                                 --------                 -------

 Comprehensive income (loss)                                                    $ 356,605                $(27,031)
                                                                                =========                =========
</TABLE>


 See accompanying notes to consolidated condensed financial statements.



<PAGE>



 Citizens First Corporation
 Consolidated Condensed Statements of Cash Flows
 (Unaudited)
<TABLE>




 For the six months ended June 30:

<CAPTION>

                                                                  2002             2001
                                                                  ----             ----

<S>                                                          <C>            <C>
 Cash flows from operating activities:
 Net  income (loss) ......................................   $   338,886    $    (54,640)
 Items not requiring (providing) cash:
   Provision for loan losses .............................       100,000         312,000
   Amortization of premiums and discounts on securities ..         6,175         (23,863)
   Gain on sale of securities ............................       (67,370)           --
   Depreciation and amortization .........................       130,381         139,399
   FHLB stock dividend received ..........................        (5,600)         (4,200)
Changes in:
   Accrued interest receivable ...........................       (47,811)         (9,784)
   Mortgage loans held for sale ..........................     1,196,659          96,933
   Prepaid expenses and other ............................       239,481        (381,020)
   Accrued expenses and other liabilities ................       136,419         (62,028)
                                                             -----------    ------------
   Net cash provided by operating  activities ............     2,027,220          12,797

 Cash flows from investing activities:
 Proceeds from sales of securities available for sale ....        77,010            --
 Proceeds from maturities of securities available for sale     2,248,626       8,140,276
 Purchase of securities available for sale ...............    (3,429,225)     (8,285,260)
 Net originations of loans ...............................    (4,090,903)    (10,369,213)
 Purchases of premises and equipment .....................       (62,583)        (57,936)
                                                             ------------   ------------
   Net cash  used in investing activities ................    (5,257,075)    (10,572,133)

 Cash flows from financing activities:
 Net increase in deposits ................................       576,842      15,161,642
 Net decrease in other borrowings ........................      (213,009)        200,000
 Net (decrease) in repurchase agreements .................          --           (36,218)
                                                             ------------   ------------

   Net cash provided by financing activities .............       363,833      15,325,424
                                                             -----------    ------------
 Net increase (decrease) in cash and cash equivalents ....   $(2,866,022)      4,766,088
 Cash and cash equivalents at beginning of period ........     6,526,769       4,239,577
                                                             -----------    ------------
 Cash and cash equivalents at end of period ..............   $ 3,660,747    $  9,005,665
                                                             ===========    ============

</TABLE>

 See accompanying notes to consolidated condensed financial statements.



<PAGE>






         Notes to Consolidated Condensed Financial Statements

          (1) Summary of Significant Accounting Policies
              The accounting and reporting policies of Citizens First
         Corporation (the "Company") and its subsidiary Citizens First Bank,
         Inc. (the "Bank") conform to accounting principles generally accepted
         in the United States of America and general practices within the
         banking industry. The consolidated condensed financial statements
         include the accounts of the Company and the Bank. All significant
         intercompany transactions and accounts have been eliminated in
         consolidation.
                 Certain information and note disclosures normally included in
         the Company's annual financial statements prepared in accordance with
         generally accepted accounting principles in the United States
         of America have been condensed or omitted. These consolidated
         financial statements should be read in conjunction with the
         condensed financial statements and notes thereto included in the
         Company's Form 10-KSB annual report for 2001 filed with the Securities
         and Exchange Commission.
              The preparation of financial statements in conformity with
         accounting principles generally accepted in the United States of
         America requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
         contingent assets and liabilities as of the date of the financial
         statements and the reported amounts of revenues and expenses during the
         reporting period. Estimates used in the preparation of the financial
         statements are based on various factors including the current interest
         rate environment and the general strength of the local economy. Changes
         in the overall interest rate environment can significantly affect the
         Company's net interest income and the value of its recorded assets and
         liabilities. Actual results could differ from those estimates used in
         the preparation of the financial statements.
              The financial information presented has been prepared from the
         books and records of the Company and is not audited. The accompanying
         consolidated condensed financial statements have been prepared in
         accordance with the instructions to Form 10-QSB and do not include all
         of the information and the footnotes required by accounting principles
         generally accepted in the United States of America for complete
         statements.
              In the opinion of management, all adjustments considered necessary
         for a fair presentation have been reflected in the accompanying
         unaudited financial statements. Results of interim periods are not
         necessarily indicative of results to be expected for the full year.

         (2) Reclassifications
              Certain reclassifications have been made to the 2001 financial
         statements to conform to the 2002 financial statement presentation.
         These reclassifications had no effect on net earnings.

        3) Critical Accounting Policies

           Allowance for Loan Losses

        The allowance for loan losses is established as losses are estimated to
        have occurred through a provision for loan losses charged to earnings.
        Loan losses are charged against the allowance when management believes
        the uncollectibility of a loan balance is confirmed. Subsequent
        recoveries, if any, are credited to the allowance.

        The allowance for loan losses is evaluated on a regular basis by
        management and is based upon management's periodic review of the
        collectibility of the loans in light of historical experience, the
        nature and volume of the loan portfolio, adverse situations that may
        affect the borrower's ability to repay, estimated value of any
        underlying collateral and prevailing economic conditions. This
        evaluation is inherently subjective as it requires estimates that are
        susceptible to significant revision as more information becomes
        available.

        A loan is considered impaired when, based on current information and
        events, it is probable that the Bank will be unable to collect the
        scheduled payments of principal or interest when due according to the
        contractual terms of the loan agreement. Factors considered by
        management in determining impairment include payment status, collateral
        value and the probability of collecting scheduled principal and interest
        payments when due. Loans that experience insignificant payment delays
        and payment shortfalls generally are not classified as impaired.
        Management determines the significance of payment delays and payment
        shortfalls on a case-by-case basis, taking into consideration all of the
        circumstances surrounding the loan and the borrower, including the
        length of the delay, the reasons for the delay, the borrower's prior
        payment record and the amount of the shortfall in relation to the
        principal and interest owed. Impairment is measured on a loan-by-loan
        basis for commercial and construction loans by either the present value
        of expected future cash flows discounted at the loan's effective
        interest rate, the loan's obtainable market price or the fair value of
        the collateral if the loan is collateral dependent.

        Large groups of smaller balance homogenous loans are collectively
        evaluated for impairment. Accordingly, the Bank does not separately
        identify individual consumer and residential loans for impairment
        disclosures.


        Income Taxes

        Deferred tax liabilities and assets are recognized for the tax effects
        of differences between the financial statement and tax bases of assets
        and liabilities. A valuation allowance is established to reduce deferred
        tax assets if it is more likely than not that a deferred tax asset will
        not be realized




<PAGE>



         Item 2. Management's Discussion and Analysis of Financial Condition
                       and Results of Operations

         General
                  The Company was incorporated under the laws of the
         Commonwealth of Kentucky on December 24, 1975 for the purpose of
         conducting business as an investment club, and is headquartered in
         Bowling Green, Kentucky. In late 1998 and early 1999, the Company filed
         the appropriate regulatory applications and received regulatory
         approval to become a bank holding company under the Bank Holding
         Company Act of 1956, as amended, through its organization and ownership
         of its only subsidiary, the Bank. On February 17, 1999, the Company
         completed the initial public offering for the sale of 536,667 shares of
         its no par value common stock. The proceeds of the sale of the stock
         were used to pay start up expenses, liquidate short-term borrowings,
         and capitalize the Bank. The Bank opened for business on February 18,
         1999.
                  The Company follows a corporate strategy that focuses on
         providing the Bank's customers with high quality, personal banking
         services. The Bank offers a range of products designed to meet the
         needs of its customers that include individuals, small businesses,
         partnerships and corporations.
                  The Bank offers a full range of deposit services. Checking
         account services include regular non-interest bearing checking accounts
         as well as interest bearing negotiable order of withdrawal ("NOW")
         accounts. Savings and certificate of deposit accounts include accounts
         ranging from a daily maturity (regular savings and also money market
         accounts) to longer term certificates as authorized by law. In
         addition, retirement accounts such as IRA's (Individual Retirement
         Accounts) are available. All deposit accounts are insured by the
         Federal Deposit Insurance Corporation to the full amount permitted by
         law. Deposit accounts are solicited from individuals, businesses,
         professional organizations and governmental authorities.
                  Lending services include a full range of commercial, personal,
         and mortgage loans. The Bank's primary lending focus is on business
         lending. The types of commercial loans that are available include both
         secured and unsecured loans for working capital (including inventory
         and receivables), business expansion (including acquisition of real
         estate and improvements) and purchase of machinery and equipment. The
         types of personal loans that are available include secured and
         unsecured loans for such purposes as financing automobiles, home
         improvements, education and personal investments. The Bank originates,
         processes and closes residential real estate loans that are then
         usually sold on the secondary market (each individually) to a
         correspondent.
                  The Bank offers credit cards (through correspondent banking
         services) including MasterCard(TM) and Visa(TM) as well as a personal
         checking account related line of credit. The line of credit is
         available for both protection against unexpected overdrafts and also
         for the convenience of having a pre-arranged loan that can be activated
         simply by a check drawn on a personal checking account. Other services
         offered include, but are not limited to, safe deposit boxes, letters of
         credit, travelers checks, direct deposit of payroll, social security
         and dividend payments and automatic payment of insurance premiums and
         mortgage loans. The Bank does not have a proprietary automated teller
         machine but participates in a national ATM network through the FiServ
         EFT network and then through the Visa Debit Card Program.
                  The Bank operates in two locations. The main office is located
         at 1805 Campbell Lane, and the only branch office, which opened on
         March 22, 1999, is located at 901 Lehman Avenue.

         Results of Operations
                  For the three months ended June 30, 2002, the Company reported
         net income of $207,997, or $0.32 per diluted share, compared to net
         income of $10,036, or $0.02 per diluted share, for the same period
         ended June 30, 2001. Net income for the second quarter of 2002 includes
         a gain of $67,370 from the sale of investment securities. Excluding
         this securities transaction and the related tax effect, net income for
         the second quarter of 2002 would have been $163,533, or $0.25 per
         diluted share.

                  For the six months ended June 30, 2002, the Company reported
         net income of $338,886, or $0.53 per diluted share, compared to a net
         loss of $(54,640), or $(0.09) per diluted share, for the same period
         ended June 30, 2001, an increase of $393,526. Excluding the $67,370
         gain from the sale of investment securities mentioned above and the
         related tax effect, net income for the first six months of 2002 would
         have been $294,422, or $0.46 per diluted share.

         Net Interest Income
                  Net interest income was $898,137 in the second quarter of
         2002, compared with $690,197 in the comparable period in 2001. Second
         quarter 2002 interest income of $1,598,800, an increase of $14,611 or
         1% over the same period in 2001, includes $1,440,385 income on loans,
         $149,875 income on investment securities, and $8,540 income on federal
         funds sold and other interest-bearing accounts. Interest income of
         $1,584,189 during the second quarter of 2001 included $1,470,134 of
         income on loans, $103,174 income on investment securities, and $10,881
         income on federal funds sold and other interest-bearing accounts.
         Interest expense of $700,663 for the second quarter of 2002, down
         $193,329 from the same period in 2001, consists of interest on deposits
         of $641,964, and on other short-term borrowings of $58,699. Second
         quarter 2001 interest expense of $893,992 consisted of interest on
         deposits of $836,772, and interest on other short-term borrowings of
         $57,220. The growth of the balance sheet, particularly loans and
         deposits, from the first quarter of 2001 to the same period in 2002,
         coupled with the drop in the cost of interest-bearing liabilities,
         offset by the drop in yields on interest earning assets, contributed to
         the increase in net interest income. The drop in both the cost of
         interest-bearing liabilities and the yield on interest-earning assets
         in the second quarter of 2002, compared to the same period in 2001, was
         primarily due to the reduction of short-term interest rates by the
         Federal Reserve Bank during 2001 of 475 basis points over eleven rate
         reductions. In the short term, especially three months or less, the
         Bank is asset sensitive, meaning assets reprice faster to changes in
         short-term rates than do liabilities. In a falling short-term rate
         environment, such as occurred during the second quarter of 2001, more
         of the Bank's interest earning assets, primarily loans, reprice down
         faster than do the liabilities, specifically certificates of deposit,
         that provide the funding for the assets.
                  Net interest income was $1,746,790 for the six months ended
         June 30, 2002, an increase of $385,218 over the total of $1,361,572 for
         the same period of 2001. Interest income of $3,176,398 for the first
         six months of 2002 included $2,874,746 income on loans, $279,672 income
         on investment securities, and $21,980 income on federal funds sold and
         other interest-bearing deposits. Total interest income of $3,183,608
         for the first six months of 2001 consisted of $2,913,640 income on
         loans, $242,924 income on investment securities, and $27,044 income on
         federal funds sold and other interest-bearing deposits. Interest
         expense for the first half of 2002 totaled $1,429,608, and included
         $1,285,303 interest on deposits, and $144,305 expense on other
         short-term borrowings. The comparable period of 2001 had interest
         expense of $1,822,036, of which $1,707,553 was interest on deposits,
         and $114,483 was expense on other short-term borrowings.

         Non-Interest Income
                  Non-interest income for the three months ended June 30, 2002
         and 2001, respectively, was $220,419 and $89,957, an increase of
         $130,462 or 145%. Non-interest income for the second quarter of 2002
         includes a gain of $67,370 from the sale of investment securities.
         Excluding this securities transaction, non-interest income would have
         been $153,049 for the second quarter of 2002. Service charges on
         deposit accounts comprised the largest part of non-interest income for
         both time periods, totaling $136,478 during the second quarter of 2002,
         and $68,472 for the same period of 2001.

                  Non-interest income for the six months ended June 30, 2002 and
         2001, respectively, was $332,868 and $166,673, an increase of $166,195
         or 100%. Excluding the $67,370 gain from the sale of investment
         securities mentioned previously, non-interest income for the first six
         months of 2002 would have been $265,498. Service charges on deposit
         accounts comprised the largest part of non-interest income for both
         six-month time periods, totaling $229,074 and $124,400 for 2002 and
         2001, respectively.

         Non-Interest Expense
                  Non-interest expense was $732,059 in the second quarter of
         2002, up from $634,618 in the same quarter of 2001, an increase of
         $97,441 or 15.4%. The majority of the increase is in compensation and
         benefits expense, up $45,798, or 14.3%, from $321,379 to $367,177.

                  For the six months ended June 30, 2002 and 2001, respectively,
         non-interest expense was $1,463,762 and $1,276,885, an increase of
         $186,877 or 14.6%. The majority of the increase for the six months was
         in compensation and benefits expense, which increased $70,320, or
         10.7%, from $656,742 in 2001 to $727,062 in 2002.

         Income Taxes
                  Income tax expense has been calculated based on the Company's
         expected annual rate for 2002. During the second quarter of 2002,
         income tax expense totaled $108,500, compared to a credit of $3,000 for
         the same period of 2001. For the six months ended June 30, 2002, income
         tax expense was $177,010, compared to a credit of $6,000 for the same
         period of 2001. Deferred tax liabilities and assets are recognized for
         the tax effects of differences between the financial statement and tax
         bases of assets and liabilities. Prior to the fourth quarter of 2001, a
         valuation allowance had been established, as required by GAAP, to
         reduce the Company's deferred tax assets, as it was more likely than
         not that the deferred tax asset would not be realized. During the
         fourth quarter of 2001, in accordance with SFAS 109, the Company
         recorded a deferred tax asset totaling $350,000, as is became more
         likely than not that the Company would be profitable in the future,
         eliminating the need to reduce the deferred tax asset by a valuation
         allowance.

         Balance Sheet Review

         Overview
                  Total assets at June 30, 2002 were $105,685,701, up from
         $104,819,716 at December 31, 2001, and up from $89,323,062 a year ago.
         Average total assets for the second quarter of 2002 were $103,646,672,
         up $22,255,323 from the second quarter of 2001 average of $81,391,349.

         Loans
                  At June 30, 2002 loans (excluding mortgage loans held for
         sale) totaled $88,804,650, compared with $84,720,349 at December 31,
         2001 and $71,151,949 a year ago.

         Asset Quality
                  The allowance for loan losses was $1,289,321 at June 30, 2002,
         an increase of $93,397, or 8% over the December 31, 2001 level of
         $1,195,924. The allowance represents 1.45% of period-end loans, up from
         1.41% of loans as of December 31, 2001.
                  Non-performing loans are defined as non-accrual loans, loans
         accruing but past due 90 days or more, and restructured loans. The Bank
         had non-performing loans totaling $409,795 at June 30, 2002, compared
         to $348,282 at December 31, 2001 and $142,000 at June 30, 2001.
         Included in the non-performing loan total at June 30, 2002 are three
         loans, totaling $406,000, that are secured by residential real estate.
         One, for $115,000, was past due 90 days and still accruing interest at
         quarter end, another, for $211,000, was placed on non-accrual status
         during the fourth quarter of 2001, and the third, for $80,000, was
         placed on non-accrual status during the third quarter of 2000. At
         year-end 2001, the Bank had a loan on non-accrual status secured by a
         residential building lot, that was sold during the first quarter of
         2002. Non-performing loans at December 31, 2001 also included a
         commercial loan still accruing but past due 90 days or more that was
         paid in full during the first quarter of 2002. Management classifies
         commercial and commercial real estate loans as non-accrual when
         principal or interest is past due 90 days or more and the loan is not
         adequately collateralized and is in the process of collection, or when,
         in the opinion of management, principal or interest is not likely to be
         paid in accordance with the terms of the obligation. Consumer loans are
         charged off after 120 days of delinquency unless adequately secured and
         in the process of collection. Non-accrual loans are not reclassified as
         accruing until principal and interest payments are brought current and
         future payments appear reasonably certain. Loans are categorized as
         restructured if the original interest rate, repayment terms, or both
         were restructured due to deterioration in the financial condition of
         the borrower. However, restructured loans that demonstrate performance
         under the restructured terms and that yield a market rate of interest
         may be removed from restructured status in the year following the
         restructure.
                  Non-performing assets are defined as non-performing loans,
         foreclosed real estate, and other foreclosed property. The Bank had
         non-performing assets of $501,258 at the end of the second quarter of
         2002, comprised of the above mentioned non-performing loans and
         foreclosed real estate of $91,463. The Bank had non-performing assets
         of $669,745 at December 31, 2001, comprised of $348,282 of
         non-performing loans, and $321,463 of non-performing assets.
                  The allowance for loan losses is established through a
         provision for loan losses charged to expense. The level of the
         allowance is based on management's and the Company Board of Directors
         Loan Committee's ongoing review and evaluation of the loan portfolio
         and general economic conditions on a monthly basis and by the full
         Board of Directors on a quarterly basis. Management's review and
         evaluation of the allowance for loan losses is based on an analysis of
         historical trends, significant problem loans, current market value of
         real estate or collateral and certain economic and other factors
         affecting loans and real estate or collateral securing these loans.
         Loans are charged off when, in the opinion of management, they are
         deemed to be uncollectible. Recognized losses are charged against the
         allowance and subsequent recoveries are added to the allowance. While
         management uses the best information available to make evaluations,
         future adjustments to the allowance may be necessary if economic
         conditions differ substantially from the assumptions used in making the
         evaluation. The allowance for loan losses is reviewed internally by
         personnel independent of the loan department. In addition, the
         allowance is subject to periodic evaluation by various regulatory
         authorities and may be subject to adjustment based upon information
         that is available to them at the time of their examination.
                  The provision expense for loan losses totaled $70,000 for the
         three months ended June 30, 2002, and $100,000 for the six months ended
         June 30, 2002.

         Securities Available for Sale
                  Securities (all classified as available for sale) increased
         from $10,200,866 at December 31, 2001 to $11,392,497 at June 30, 2002.
         At June 30, 2001 securities totaled $7,236,598.

         Deposits and Borrowed Funds
                  Total deposits averaged $86,913,937 in the second quarter of
         2002, an increase of $17,315,722 from the comparable 2001 quarterly
         average of $69,598,215. As of June 30, 2002, total deposits were
         $88,467,670, and included $81,462,656 of interest bearing deposits.
         This compares to total deposits of $87,890,828 at December 31, 2001,
         which included $79,340,579 of interest bearing deposits. Total deposits
         at June 30, 2001 were $77,677,754, and included interest bearing
         deposits of $72,201,018.
                  The Bank had $5,122,727 of deposits secured by securities sold
         under agreements to repurchase on June 30, 2002. These obligations,
         which mature in one business day, are swept daily from customers'
         demand deposit accounts. These balances averaged $4,637,623 during the
         second quarter of 2002.


         Capital Resources and Liquidity
                  The Board of Governors of the Federal Reserve System has
         adopted risk based capital and leverage ratio requirements for bank
         holding companies. The table below sets forth the Company's capital
         ratios as of June 30, 2002, December 31, 2001 and June 30, 2001; the
         regulatory minimum capital ratios; and the regulatory minimum capital
         ratios for well-capitalized companies:

<TABLE>

<CAPTION>

                                             June 30,      December 31,    June 30,
                                              2002          2001             2001
                                             -----          ----             ----

<S>                                          <C>           <C>              <C>
         Tier 1 risk based ...........        8.27%         8.20%            9.08%
              Regulatory minimum .....        4.00          4.00             4.00
              Well-capitalized minimum        6.00          6.00             6.00
         Total risk based ............       9.52%          9.40%           10.33%
              Regulatory minimum .....        8.00          8.00             8.00
              Well-capitalized minimum       10.00         10.00            10.00
         Leverage ....................        7.04%         7.30%            7.35%
              Regulatory minimum .....        4.00          4.00             4.00
              Well-capitalized minimum        5.00          5.00             5.00
</TABLE>

                  The increase in the risk based capital levels from December
         31, 2001, to June 30, 2002, is due to the faster rate of growth of
         total equity, from earnings, compared to the rate of growth rate of
         adjusted risk-weighted assets, during the second quarter of 2002. The
         leverage ratio decreased from the end of December 2001 to the end of
         June 2002 due to the faster rate of growth in the quarterly average of
         total assets, compared to the rate of growth of total equity, during
         the second quarter of 2002.
                  The Company's primary cash requirements are expected to be met
         by the anticipated growth of customers' deposits. The Bank has also
         established federal funds guidelines with correspondent banks, giving
         it short-term borrowing availability, and has established a program
         allowing it to sell investment securities under an agreement to
         repurchase at a later date. In addition, the Bank has borrowing
         capabilities through the Federal Home Loan Bank of Cincinnati. The
         Company anticipates the need to raise additional funds to inject as
         capital into the Bank within the next twelve months, due primarily to
         the projected growth of the Bank's assets. Property and equipment
         needed for the operation of the Bank have been purchased. Additional
         significant purchases of plant and equipment as the Bank intends to
         expand through additional branches. The Company and the Bank are
         currently fully staffed, and any additional significant changes in the
         number of employees would be primarily to staff additional Bank
         branches.
                  Liquidity is the measure of the Bank's ability to fund
         customer's needs for borrowings and deposit withdrawals. In the second
         quarter of 2002, the Company's principal source of funds has been the
         acquisition of customers' deposits, repayment of loans, and other funds
         from bank operations, as was the case for the second quarter of 2001.



         Forward-Looking Statements
                  This report contains certain forward-looking statements,
         either expressed or implied, which are provided to assist the reader in
         making judgments about the Company's possible future financial
         performance. Such statements are subject to certain risks and
         uncertainties, including without limitation changes in economic
         conditions in the Company's market area, changes in policies by
         regulatory agencies, fluctuations in interest rates, demand for loans
         in the Company's market area, competition, and those risks and
         uncertainties discussed under the heading "Risk Factors" in the
         Company's Registration Statement on Form SB-2 as filed with the
         Securities and Exchange Commission. The factors listed above could
         affect the Company's financial performance and could cause the
         Company's actual results for future periods to differ materially from
         any opinions or statements expressed or implied with respect to future
         periods in any current statements.


<PAGE>




         Item 4. Submission of Matters to a Vote of Security Holders
                 The Annual Meeting of Shareholders of the Company was held on
         April 16, 2002. The following directors were elected to three year
         terms, ending in 2005, with the vote totals as shown:
                                 Votes for     Votes withheld

         Barry D. Bray            592,945           0
         Sarah Glen Grise         592,945           0
         John T. Perkins          592,945           0
         The terms of office of the following directors of Citizens First
         Corporation continued after the Annual Meeting:

         Name                                        Term Expires In
         ----                                        ---------------
         Jerry E. Baker                                       2003
         Mary D. Cohron                                       2003
         Floyd H. Ellis                                       2003
         Billy J. Bell                                        2004
         James H. Lucas                                       2004
         Joe B. Natcher, Jr.                                  2004


         Sarah Glen Grise became a substitute nominee after the untimely death
         of Tommy W. Cole, which occurred prior to the Annual Meeting.

         The shareholders cast 568,165 votes to ratify the appointment of BKD,
         LLP as the Company's independent accountants for 2002. 24,780 votes
         were cast against this proposal and no votes were withheld.

         There were no broker nonvotes on any of the items voted on at the
         Annual Meeting.

         Part II - Other Information

         Item 6. Exhibits and Reports on Form 8-K
                (a) Exhibits
                     The exhibits listed on the Exhibit Index of this
                     Form 10-QSB are filed as a part of this report.

                (b) Reports on Form 8-K
                      No reports on Form 8-K were filed during the quarter ended
                      June 30, 2002.





<PAGE>


SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                           CITIZENS FIRST CORPORATION



Date:    August 14, 2002                             /s/ Mary D. Cohron
                                                     ------------------
                                                         Mary D. Cohron
                                           President and Chief Executive Officer
                                                 (Principal Executive Officer)



         August 14, 2002                            /s/ Bill D. Wright
                                                     ------------------
                                                        Bill D. Wright
                                      Vice-President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



<PAGE>


EXHIBITS

99.1     Certification of Chief Executive Officer and Chief Financial
         Officer pursuant to 18 U.S.C. Section 1350.

<PAGE>


Exhibit 99.1  Certification of Chief Executive Officer and Chief
              Financial Officer pursuant to 18 U.S.C. Section 1350.



CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350.

In connection with the Quarterly Report on Form 10-QSB of Citizens First
Corporation (the "Company") for the quarterly period ended June 30, 2002, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report") I, Mary D. Cohron, Chief Executive Officer of the Company, certify
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company


By:  /s/Mary D. Cohron
        Mary D. Cohron
        Chief Executive Officer



Date:  August 14, 2002

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report on Form 10-QSB of Citizens First
Corporation (the "Company") for the quarterly period ended June 30, 2002, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report") I, Bill Wright, Chief Financial Officer of the Company, certify
pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company


By:  /s/ Bill D. Wright
         Bill D. Wright
         Chief Financial Officer


Date: August 14, 2002