Exhibit   4.1
                              ARTICLES OF AMENDMENT

                                       TO
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                           CITIZENS FIRST CORPORATION

                  Citizens  First  Corporation,   a  corporation  organized  and
existing  under and by virtue of the laws of the  Commonwealth  of Kentucky (the
"Corporation"), does hereby certify:
                  FIRST:   The name of the Corporation is Citizens First
Corporation.
                  SECOND:  That  the  Board  of  Directors  of said  Corporation
adopted resolutions proposing and declaring advisable the following amendment to
the Restated Articles of Incorporation of said Corporation:
         RESOLVED,   that  the  Restated   Articles  of   Incorporation  of  the
         Corporation  be  amended by  changing  Article  VII  thereof so that as
         amended, said Article VII shall be and read in its entirety as follows:

                                   ARTICLE VII

                  All  corporate  powers  shall be  exercised  by or  under  the
         authority of, and the business and affairs of the Company managed under
         the direction of, its board of directors. The number of directors shall
         be fixed by  resolution  of the board of  directors  from time to time,
         subject  to the  applicable  provisions  of the Act  and the  Company's
         bylaws, and shall be at least seven (7) and not more than fifteen (15).
         The directors shall be divided into three classes with each class being
         as nearly equal in number as possible.  The term of office of the first
         class of directors  shall be one (1) year and shall expire at the first
         annual  meeting of the  shareholders  of the  Company  (or until  their
         successors are elected and qualified) after their election; the term of
         the second class of  directors  shall be two (2) years and shall expire
         at the second  annual  meeting of the  shareholders  of the Company (or
         until their successors are elected and qualified) after their election;
         and the term of the third class of  directors  shall be three (3) years
         and shall expire at the third annual meeting of the shareholders of the
         Company (or until their  successors  are elected and  qualified)  after
         their election.

                  Beginning with the first annual meeting of shareholders of the
         Company after the election of directors to the three classes  described
         above,  the term of  office  for each  class of  directors  elected  or
         re-elected to the board of directors shall be three (3) years and shall
         expire at the third succeeding  annual meeting following their election
         or re-election (or until their successors are elected and qualified).

                  THIRD:  The  foregoing  amendment to the Restated  Articles of
Incorporation  was adopted by the  shareholders  of the Corporation at a meeting
held on April 27, 2000. The designation, number of outstanding shares, number of
votes entitled to be cast by each voting group entitled to vote on the amendment
and the number of votes of each voting  group  indisputably  represented  at the
meeting are as follows:
                          No. of Shares          No. of Votes      No. of Shares
    Designation           Outstanding         Entitled to be Cast    Represented
    -----------           -------------       -------------------    -----------
         Common              643,053                643,053             622,628


         The total  number of  undisputed  votes cast for the  amendment by each
voting  group was  622,478.  The number of votes cast for the  amendment by each
voting group was sufficient for approval by that voting group.
                  FOURTH:  That the aforesaid  amendment was duly adopted in
accordance with the applicable  provisions of the Kentucky
Business Corporation Act.
                  IN  WITNESS   WHEREOF,   the   Corporation   has  caused  this
certificate to be signed this 8th day of August, 2000.


                           CITIZENS FIRST CORPORATION


                                                     By:  Bill Wright

                                                     Title:Vice President and
                                                      Chief Financial Officer