U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                  Form 10-QSB/A

X        Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934 For the quarterly period ended March 31, 1999

___      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 ____ No X

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 June 2, 1999


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                                 3-7

         ITEM 2. Management's Discussion and Analysis or               8-10
                  Plan of Operation

PART II.  OTHER INFORMATION

         ITEM 1. Legal Proceedings                                     11

         ITEM 2. Changes in Securities and Use of Proceeds             11

         ITEM 4. Submission of Matters to a Vote of Security Holders   12

         ITEM 6. Exhibits and Reports on Form 8-K                      14


<PAGE>


                         Part I - Financial Information


As more fully described in the Notes to the Consolidated  Financial  Statements,
this report has been  amended to  recognize  the effects of the state  corporate
income tax  liability  incurred by the Company in the  three-month  period ended
March 31, 1999. This liability was not recognized in the original  filing.  This
change  reduced  net equity and net income by $53,863 as of and for the  quarter
ended March 31, 1999.


Item 1. Financial Statements
<TABLE>

 Consolidated Balance Sheets
 (Unaudited)

<CAPTION>

                                                                     March 31,    December 31,
                                                                       1999          1998
Assets

<S>                                                               <C>           <C>
 Cash and due from banks ......................................   $   335,338   $    16,817
 Interest-bearing deposits with banks .........................       394,514          --
 Federal funds sold ...........................................     5,900,000          --
 Securities available for sale (amortized cost of $1,156,913 as
of March 31,1999;  $230,585 as of December 31, 1998)
                                                                    1,781,186     1,490,332
 Loans, net of unearned income ................................     2,518,649          --
 Less allowance for loan losses ...............................        25,000          --
                                                                  -----------   -----------
    Net loans .................................................     2,493,649          --
 Premises and equipment, net ..................................     1,736,026     1,088,235
 Other assets .................................................       172,710        94,022
                                                                  -----------   -----------
    Total assets ..............................................   $12,813,423   $ 2,689,406
                                                                  ===========   ===========


 Liabilities and Shareholders' Equity
 Deposits:

    Non-interest bearing ......................................   $   664,072         $--
    Interest bearing ..........................................     3,557,355          --
                                                                  -----------   -----------
    Total deposits ............................................     4,221,427          --
 Other short-term borrowings ..................................          --         995,000

 Other liabilities ............................................       708,085       969,364

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

    Total liabilities .........................................     4,929,512     1,964,364

 Shareholders' equity:
Preferred stock, Authorized 500
shares; issued and outstanding
 0 and 0, respectively
                                                                    7,357,477        20,542

    Retained earnings .........................................       114,669      (126,933)

 Accumulated other comprehensive income .......................       411,765       831,433

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


    Total shareholders' equity ................................     7,883,911       725,042

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

    Total liabilities

      and shareholders' equity ................................   $12,813,423   $ 2,689,406
                                                                  ===========   ===========
 See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>



 Consolidated Statements of Income
 (Unaudited)
<TABLE>

 For the three months ended March 31                                                   1999             1998
<CAPTION>

 Interest income

<S>                                                                                 <C>               <C>
   Loans, including fees                                                            $11,485               $-
   Federal funds sold                                                                35,078                -
   Securities available for sale                                                      6,166            7,306
   Interest-bearing deposits with banks                                               1,847                -
                                                                                    ------------------------
   Total interest income                                                             54,576            7,306
 Interest expense

   Deposits                                                                           8,028                -
   Other short-term borrowings                                                       11,892                -
                                                                                    ------------------------
   Total interest expense                                                            19,920                -
                                                                                    ------------------------
 Net interest income                                                                 34,656            7,306
   Provision for loan losses                                                         25,000                -
 Net interest income after

   provision for loan losses                                                          9,656            7,306
 Non-interest income

   Service charges on deposit accounts                                                  350                -
   Gains (losses) on sales of securities available for sale, net                    743,706                      -
   Other                                                                              1,467                -
                                                                                    -------------------------
   Total non-interest income                                                        745,523                -
 Non-interest expenses

   Compensation and benefits                                                        254,611                -
   Net occupancy expense                                                             31,348                -
   Furniture and equipment expense                                                   29,834                -
   Professional fees                                                                 20,191                -
   Postage, printing & supplies                                                      29,480                -
   Processing fees                                                                   13,312                -
   Advertising                                                                       40,480                -
   Other                                                                             40,459                -
                                                                                    ------------------------
   Total non-interest expenses                                                      459,715                -
                                                                                    ------------------------

 Income before income taxes                                                         295,464            7,306

 Income tax expense                                                                  53,863                -

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

 Net income                                                                        $241,601           $7,306

                                                                                   =========================


 Diluted earnings per share                                                           $0.68            $0.07
 Basic earnings per share                                                             $0.68            $0.07


 See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>



Consolidated Statements of Changes in Shareholders' Equity
 (Unaudited)

 For the three months ended March 31                  1999          1998


 Balance January 1 ............................   $   725,042    $  887,586
   Net income .................................       241,601         7,306
   Other comprehensive income (loss) net of tax      (419,667)      189,736
   Issuance of common stock                         7,336,935             -
                                                  -----------    ----------
 Balance at end of period .....................   $ 7,883,911    $1,084,628
                                                   ==========    ==========

 See accompanying notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income
 (Unaudited)

 For the periods ended March 31                         1999          1998



Net income                                            $241,601      $7,306
    Other comprehensive income,(loss) net of tax:
    Unrealized holding gains on available for sale
        securities arising during the period ......     71,178     189,736
    Reclassification adjustments for gains
       on securities included in net income
                                                      (490,845)       --
                                                      --------     --------

Total other comprehensive income (loss),
Net of tax                                            (419,667)     189,736
                                                      --------     --------
Comprehensive income (loss) ............            $ (178,066)    $197,042

                                                     ==========    ========


 See accompanying notes to consolidated financial statements.


<PAGE>



 Consolidated Statements of Cash Flows
 (Unaudited)
<TABLE>

 For the three months ended March 31
<CAPTION>
                                                                                      1999              1998

 Cash flows from operating activities:


<S>                                                                                <C>                 <C>

 Net income
                                                                                   $  241,601           $ 7,306
 Adjustments to reconcile net income to cash
   provided by operating activities:
   Provision for loan losses                                                           25,000                 -
   Gain on sale of securities available for sale                                     (743,706)                -
   Depreciation and amortization of fixed assets                                       22,732                 -
 Decrease in accrued interest receivable                                              (10,250)                -
 Decrease in other assets                                                             (68,438)                -
 Decrease in accrued interest payable                                                   5,439                 -

 Decrease in other liabilities                                                        (50,911)           (9,000)

                                                                                   -----------          --------
   Net cash used in operating  activities                                            (578,533)           (1,694)

 Cash flows from investing activities:

  Net increase in interest-bearing deposits with banks                               (394,514)                -
  Net increase in federal funds sold                                               (5,900,000)                -
 Proceeds from sale of securities available for sale                                  817,378                 -
 Purchase of securities available for sale                                         (1,000,000)          (38,277)
 Net increase in loans                                                             (2,518,649)                -
 Purchases of premises and equipment                                                 (670,523)                -
                                                                                   -----------          --------
   Net cash used in investing activities                                           (9,666,308)          (38,277)

 Cash flows from financing activities:

 Net increase in deposits                                                           4,221,427                 -
 Repayment of short-term borrowings                                                  (995,000)                -
 Proceeds from issuance of common stock                                             7,336,935                 -
                                                                                   ----------           --------
   Net cash provided by financing activities                                       10,563,362                 -
                                                                                   ----------           --------
 Net increase (decrease ) in cash and cash equivalents                                318,521           (39,971)
 Cash and cash equivalents at beginning of year                                        16,817           108,484
                                                                                   ----------          ---------
 Cash and cash equivalents at end of period                                          $335,338           $68,513
                                                                                   ==========          =========

</TABLE>

 See accompanying notes to consolidated financial statements.


<PAGE>



          Notes to Consolidated 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 generally  accepted  accounting  principles
         and general  practices  within the banking  industry.  The consolidated
         financial statements include the accounts of Citizens First Corporation
         and  its   wholly-owned   subsidiary.   All  significant   intercompany
         transactions and accounts have been eliminated in consolidation.

              The  preparation  of  financial   statements  in  conformity  with
         generally accepted  accounting  principles  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 are not audited.  The accompanying
         consolidated 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 generally accepted accounting
         principles 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) Stock Split

              On February 5, 1999 the  Company's  Board of Directors  declared a
         stock  split  of  1.043 to 1.  All of the per  share  calculations  and
         amounts of outstanding shares included herein for all periods presented
         have been restated to give retroactive effect to the stock split.

         (3) Reclassification of Initial Public Offering Proceeds

               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  from this  offering as well as the proceeds  from
         common  stock  outstanding  prior  to the  public  offering  have  been
         reflected as a component of common stock on the amended  balance sheet.
         These  amounts were  previously  reported as a component of  additional
         paid-in  capital.  The  reclassification  has no impact on equity,  net
         income or total assets as of or for the quarter ended March 31, 1999.


         (4) State Corporate Income Taxes

         The Company  incurred state  corporate  income taxes of $53,863 for the
         quarter  ended  March 31,  1999  because the losses of the Bank are not
         deductible for state corporate income tax purposes.  Banks in the state
         of Kentucky are not assessed  corporate  income taxes,  but are instead
         taxed based on the value of their capital  accounts.  Accordingly,  the
         income or loss  from bank  subsidiaries  of a  holding  company  is not
         included in the  calculation  of corporate  income tax. The Company had
         taxable  income  primarily  as the result of a gain of  $743,706 on the
         sale of marketable  securities.  The Company had no federal  income tax
         liability  for the  three-months  ended  March  31,  1999  based on its
         consolidated results of operations.



<PAGE>



         Item 2. Management's Discussion and Analysis or Plan of Operation

         General

         Citizens First Corporation  ("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,  Citizens  First  Bank,  Inc.(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.  Because the Company
         historically operated as an investment company, there are no comparable
         revenues from operations in prior fiscal years.

         The Company, through the Bank, is now involved in the banking business.
         The Bank operates in two locations.  The main office is located at 1805
         Campbell Lane,  and one branch office,  which opened on March 22, 1999,
         located at 901 Lehman Avenue.

         This process includes  attracting  deposits and converting the deposits
         into  loans  and  investments.  The  Company's  primary  source of cash
         requirements  are  expected  to be  met by the  anticipated  growth  of
         customers  deposits,  and  through the sale of  investment  securities.
         Other than these two sources,  the Company does not anticipate the need
         to raise  additional  funds in the next twelve  months .  Property  and
         equipment  needed for the  operation of the Bank had been  purchased by
         March  31,1999,  and no  additional  significant  purchases or sales of
         plant and equipment are planned. The Company and Bank are fully staffed
         at March 31,1999, and no significant changes in the number of employees
         are planned

         The Company follows a corporate strategy which 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.

         Results of Operations


                  The  Company  reported  net income of  $241,601  for the three
         months  ended March 31,  1999.  This  includes  the gain on the sale of
         marketable securities of $743,706. Excluding the gain and the resultant
         tax effect,  the net loss for the three months ended March 31, 1999 was
         $448,242. During the same period in 1998, the Company had net income of
         $7,306.  On a diluted  per share  basis net income for the three  month
         periods ended March 31, 1999 and 1998 was $0.68 and $0.07 respectively.
         Excluding  the  gain on  sale of  securities  and the tax  effect,  the
         diluted per share basis of net income  would have been  $(1.26) for the
         three months ended March 31, 1999.


         Net Interest Income


                  Net interest  income was $34,656 in the first quarter of 1999.
         Interest income of $54,576 includes $11,485 income on loans and $43,091
         income   on   investment   securities,    federal   funds   sold,   and
         interest-bearing  deposits with banks.  Cash available from the initial
         capitalization of the Bank was invested in short-term assets, primarily
         federal funds sold, in anticipation of loan demand. Interest expense of
         $19,920 includes  interest on deposits of $8,028, as well as $11,892 of
         interest paid on short-term borrowings.  The short-term borrowings were
         needed to finance  pre-opening  expenses and  purchases of property and
         equipment, and were repaid at the time the Bank was capitalized.


         Non-interest Income

                  Non-interest  income for the first  quarter of 1999 included a
         gain  on  the  sale  of  investment   securities  of  $743,706.   These
         investments  were  sold in part so that  additional  capital  would  be
         available  to be  contributed  to the  Bank,  in order to meet  minimum
         capital requirements of the Federal Deposit Insurance  Corporation.  At
         December  31,  1998,  the  investment  securities  owned by the Company
         included  concentrations  in the  stocks  of  certain  publicly  traded
         companies.  The partial sale of these securities  reduces the Company's
         exposure to loss.

         Non-Interest Expense

                  Expenses  in  the  first   quarter   included   $254,611   for
         compensation and benefits. Compensation includes the expense associated
         with a full Bank staff for most of the first quarter,  despite the bank
         not opening  until  February  18,  1999.  Advertising  costs of $40,480
         reflect the special  promotions  associated  with the grand openings of
         the Bank's  main office and the  branch,  both in the first  quarter of
         1999. Other non interest expenses included  occupancy and furniture and
         fixtures  expenses  of  $61,182;  postage,  printing  and  supplies  of
         $29,480;  professional fees of $20,191; processing fees of $13,312; and
         other expenses totaling $40,459.


         Income Taxes


                  Income tax expense has been calculated  based on the Company's
         expected  annual  rate for 1999.  There was no change in the  valuation
         allowance  of  $137,251  during the  quarter  ended  March 31, 1999 for
         federal  income  taxes.  State  corporate  income  taxes of $53,863 are
         accrued as of March 31, 1999.


         Balance Sheet Review
         Overview

                  Total  assets at March  31,  1999  were  $12,813,423,  up from
         $2,689,406 at December 31, 1998. The increase in total assets is due to
         the change in the Company  from an  investment  club to a bank  holding
         company,  and the related  initial public offering on February 17, 1999
         of 536,667 shares of Company stock in exchange for $7,336,935.

         Loans

                  The loan  portfolio  was  $2,493,649  at March 31,  1999.  The
         funding  for this loan  growth  came from the  proceeds  of the capital
         raised in the initial public offering of the Company.

         Allowance for Loan Losses

                  The provision for loan losses was $25,000 (1.00% of period end
         loans) for the first  quarter of 1999.  No loans have been  charged off
         since the Bank began  operation on February  18, 1999,  and no impaired
         loans have been identified.  The provision for losses on loans is being
         established to provide for losses inherent in the banking  industry and
         reflects management's evaluation of the risk in the loan portfolio.

         Securities Available for Sale

                  The Company continues to own $781,936 of investment securities
         which  it  purchased  at the  time  it was an  investment  club.  These
         securities will be liquidated as needed to provide  additional  capital
         to be contributed to the Bank, and to cover the Company's cash needs in
         lieu of receiving  dividends  from the Bank. The Bank owns treasury and
         government  agency  securities with a value of $999,250 as of March 31,
         1999.

         Deposits

                  Total deposits at March 31, 1999,  were  $4,221,427.  Interest
         bearing deposits were $3,557,355, or 85% of total deposits.

         Capital Resources and Liquidity

                  The Bank was capitalized  through a capital  contribution form
         the Company of $7,600,000.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 March 31, 1999; the  regulatory  minimum  capital
         ratios; and the regulatory minimum capital ratios for  well-capitalized
         companies:


<PAGE>



                                                                       March 31,
                                                                       1999


         Tier 1 risk based ...........                                 66.66%
              Regulatory minimum .....                                  4.00
              Well-capitalized minimum                                  6.00
         Total risk based ............                                 66.89%
              Regulatory minimum .....                                  8.00
              Well-capitalized minimum                                 10.00
         Leverage ....................                                 60.25%
              Regulatory minimum .....                                  3.00
              Well-capitalized minimum                                  5.00




                  Liquidity  is  the  measure  of the  Bank's  ability  to  fund
         customer's needs for borrowings and deposit withdrawals.  The Company's
         principal  sources of funds were the proceeds  from the initial  public
         offering in the first quarter of 1999, and the principal  sources going
         forward will be the deposits,  repayment of loans,  and funds from Bank
         operations.  During the first  quarter  of 1998,  the  Company  was not
         active in the banking  business,  and the only source of funds were the
         dividends received on investment securities.

         Year 2000 and the Company's State of Readiness

                  The Company is exposed to potential  future losses,  including
         litigation,  due to the business  interruption  or errors,  which could
         result if any of its  computer  systems are not modified to ensure that
         dates  beginning  in  January  2000 are not  misread  by the  system as
         January 1900.  The Company has been proactive in regard to the possible
         consequences  that  the  change  to the  new  millennium  will  have on
         computers and other operations. The Company has completed a significant
         portion  of the  testing  phase  of its  Year  2000  program,  and  the
         remaining testing is scheduled to be completed by mid-1999. Because the
         majority  of the systems  and  operations  were not in place until late
         1998 and early 1999,  the  Company  was able to evaluate  the Year 2000
         status  of all of its  systems  prior  to  their  actual  purchase.  In
         addition,  the Company's contingency plan will be finalized by June 30,
         1999.

         Forward-Looking Statements

                  This report contains certain forward-looking statements either
         expressed or implied, which are provided to assist the reader in making
         judgements 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, changes in policies by regulatory  agencies,  fluctuations
         in  interest  rates,   demand  for  loans  in  the  Company's   market,
         competition  and  unexpected   contingencies   relating  to  Year  2000
         compliance  that could cause actual results to differ  materially  from
         historical earnings and those presently  anticipated or projected.  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  with
         respect to future periods in any current statements.


<PAGE>


                           Part II- Other Information

The  information  originally  submitted  for Part II has been amended to include
information required for subsection (d) of Item 2, changes in Securities and Use
of Proceeds.

Item 2. Changes in Securities and Use of Proceeds

The  Company's  Registration  Statement  on  Form  SB-2  (File  No.  333-67435),
registering  536,667  shares of common  stock for sale to the public,  including
70,000 shares to cover  over-allotments,  was declared effective on February 11,
1999.  Of the  536,667  shares  registered  with  the  Securities  and  Exchange
Commission,  all of the shares were sold in a firm commitment underwriting.  The
closing for the shares  occurred on February 17, 1999. The  underwriter  for the
offering  was J.J.B.  Hilliard,  W.L.  Lyons,  Inc.  The shares were sold to the
public  at a  price  of  $15  per  share  for an  aggregate  offering  price  of
$8,050,005.

After the  underwriters'  discount of $563,500,  the Company  received  proceeds
aggregating  $7,486,505  before expenses of the offering.  As of March 31, 1999,
the  aggregate  amount  of  expenses  incurred  for  the  Company's  account  in
connection with the issuance and  distribution of its common stock was $149,570.
Accordingly,  the  total  expenses  incurred  for  the  offering  including  the
underwriters' discount was $713,070.

The offering proceeds received by the Company have been applied as follows:

Cash capital contribution to the Bank                  $5,552,852
Underwriting discounts                                    563,500
Repayment of short-term borrowings                      1,370,000
Offering expenses                                         149,570
Organizational expenses                                   220,516
Organizational expenses attributable to
  the Bank                                                193,567
                                                     ------------

       Total Uses                                      $8,050,005

The actual  amount of the  underwriting  discount paid using the proceeds of the
offering  exceeded  the  projected  cost of  $490,000  due to the  underwriter's
election to exercise the  over-allotment  option on an additional 70,000 shares.
Offering  expenses of $149,570  exceeded  the  projected  cost of $97,500 due to
increased costs of printing, legal fees, and accounting fees. The organizational
expenses of the Bank exceeded  projections  of $135,000  principally  due to the
delay in obtaining approval for opening the Bank.

The Company contributed $7,600,000 to the Bank in exchange for all of its common
stock. The capital contribution was composed of the following assets:

Cash                                                 $6,292,712
Real Property                                         1,013,465
Furniture, fixtures, and equipment                      100,256
Organizational expenses of the Bank                     193,567
                                                   ------------
Total  capital contribution                          $7,600,000

The cash portion of the capital contribution was composed of:
o        Net cash proceeds from the offering of $5,552,852, and
o  Proceeds  from the  liquidation  of a  portion  of the  Company's  securities
portfolio.

The Bank applied  $193,567 of the cash contributed from the Company for start-up
expenses of the Bank;  $71,099 in  additional  construction  costs;  $71,266 for
leasehold  improvements  of  the  Branch  location;  and  $441,350  to  purchase
additional furniture,  equipment,  and other assets necessary for the operations
of the Bank. Of the  remaining  $5,515,429  received from the Company,  the Bank
used these funds,  along with increases in deposits,  to make loans to customers
and to purchase investment securities.

None of the amounts were paid, directly or indirectly,  to directors,  officers,
general  partners of the issuer or their  associates,  or to persons  owning ten
(10) percent or more of any class of equity securities of the issuer.

Item    4.  Submission  of  Matters  to a Vote of  Security  Holders  The annual
        meeting of Shareholders  of Citizens First  Corporation was held January
        6, 1999, at 1805 Campbell Lane,  Bowling Green,  Kentucky,  to elect the
        Board of  Directors  of the  Company.  The  following  individuals  were
        re-elected  to the Board of  Directors  of the Company for a term of one
        year. Each was elected by a unanimous vote of the Shareholders.

               Jerry Baker
               Billy Bell
               Mary Cohron

               Floyd Ellis, Chairman
               James Lucas
               Joe Natcher
               John Perkins

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 March 31,
           1999.


<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:    May 12, 2000                                 /s/ Mary D. Cohron
                                                      ------------------

                                           President and Chief Executive Officer

                                             (Principal Executive Officer)

                                                     /s/ Gregg A. Hall
                                                     -----------------
                                                     Gregg A. Hall

                                      Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



<PAGE>



                                    Exhibits

   3.1  Articles of Restatement and Amendment to Articles of Incorporation of
        Bowling Green Investors, Ltd. (now Citizens First Corporation)
        (incorporated by reference to Exhibit 3.1 of the corporation's
        Registration Statement on Form SB-2 [No. 333-67435]).

   3.2  Amended and Restated Bylaws of Citizens First Corporation (incorporated
        by reference to Exhibit 3.2 of the corporation's Registration Statement
        on Form SB-2 [No. 333-67435]).

   3.3  Articles of  Amendment  to  Articles of  Restatement  and  Amendment  to
        Articles of Incorporation of Citizens First Corporation (incorporated by
        reference to Exhibit 3.3 of the corporation's  Registration Statement on
        Form SB-2 [No. 333-67435]).

   4    Articles of Restatement and Amendment to Articles of Incorporation of
        Bowling Green Investors, Ltd.(now Citizens First Corporation)
        (incorporated by reference to Exhibit 4 of
        the corporation's Registration Statement on Form SB-2 [No. 333-67435]).

  10.1  Employment Agreement between Citizens First Corporation and Mary D.
        Cohron (incorporated by reference to Exhibit 10.1 of the corporation's
        Registration Statement on Form SB-2 [No. 333-67435]).

  10.2  First  Amendment  to  Employment   Agreement   between   Citizens  First
        Corporation and Mary D.Cohron (incorporated by reference to Exhibit 10.2
        of  the   corporation's   Registration   Statement  on  Form  SB-2  [No.
        333-67435]).

  10.3  Employment Agreement between Citizens First Corporation and John T.
        Perkins (incorporated by reference to Exhibit 10.3 of the corporation's
        Registration Statement on Form SB-2 [No. 333-67435]).

  10.4  Employment Agreement between Citizens First Corporation and Gregg A.
        Hall (incorporated by reference to Exhibit 10.4 of the corporation's
        Registration Statement on Form SB-2 [No. 333-67435]).

  10.5  Bank Contract for Electronic Data Processing  Services and  Customerfile
        System   between   Fiserv   Bowling   Green  and  Citizens   First  Bank
        (incorporated  by  reference  to  Exhibit  10.5  of  the   corporation's
        Registration Statement on Form SB-2 [No. 333-67435]).

  10.6  Promissory Note secured by Real Estate  Mortgage and Security  Agreement
        and Stock Pledge  (issued by Citizens First  Corporation  for benefit of
        First Security Bank of  Lexington)(incorporated  by reference to Exhibit
        10.6 of the  corporation's  Registration  Statement  on Form  SB-2  [No.
        333-67435]).

10.7     Deed of Conveyance from David A. and Karla N. Dozer to Citizens First
         Corporation (incorporated by reference to Exhibit 10.7 of the
         corporation's Registration Statement on Form SB-2  [No.
          333-67435]).

  10.8  Security Agreement and Stock Pledge between Citizens First Corporation
        and First Security Bank of Lexington (incorporated by reference to
        Exhibit 10.8 of the corporation's Registration Statement on Form SB-2
        [No. 333-67435]).

  10.9  Mortgage  from  Citizens  First  Corporation  to First  Security Bank of
        Lexington   (incorporated   by   reference   to  Exhibit   10.9  of  the
        corporation's Registration Statement on Form SB-2 [No. 333-67435]).

 10.10  Commercial  Line of Credit  Agreement  and Note between  Citizens  First
        Corporation  and  First  Security  Bank of  Lexington  (incorporated  by
        reference to Exhibit 10.10 of the corporation's  Registration  Statement
        on Form SB-2 [No. 333-67435]).

 10.11  Assignment of Securities Account by Citizens First Corporation
        (incorporated by reference to Exhibit 10.11 of the corporation's
        Registration Statement on Form SB-2 [No. 333-67435]).

 10.12  Employment Agreement between Citizens First Corporation and Barry D.
        Bray (incorporated by reference to Exhibit 10.12 of the corporation's
        Registration Statement on Form SB-2 [No. 333-67435]).

 10.13  Consulting   Agreement   between  Citizens  First  Corporation  and  The
        Carpenter  Group  (incorporated  by  reference  to Exhibit  10.13 of the
        corporation's Registration Statement on Form SB-2 [No. 333-67435]).

 10.14  Lease Agreement between Citizens First Corporation and Midtown Plaza,
        Inc. (incorporated by reference to Exhibit 10.14 of the
        corporation's Registration Statement on Form SB-2 [No. 333-67435]).

   11   Statement re: Computation of per share earnings


   27   Financial Data Schedule for the quarter ended March 31, 1999
        (for SEC use only)